<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[X] Soliciting material pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
QUICKTURN DESIGN SYSTEMS, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
_______________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
_______________________________
(4) Proposed maximum aggregate value of transaction:
____________________________________
(5) Total fee paid: ____________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ________________________________
(2) Form, Schedule or Registration Statement No.: ___________________
(3) Filing Party: _________________________________
(4) Date Filed: _________________________________
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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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CERTAIN INFORMATION CONCERNING PARTICIPANTS
The following is a list of the names and stock holdings of individuals who
may be deemed to be "participants" in the solicitation of proxies or revocation
of agent designations by Quickturn Design Systems, Inc. in opposition to Mentor
Graphics's solicitation of agent designations to call a special meeting of
stockholders (information with respect to stockholdings includes common stock
and stock issuable pursuant to options exercisable within 60 days): Richard C.
Alberding (17,500); Glen M. Antle (325,782); Michael R. D'Amour (40,971);
William A. Hasler (3,667); Dr. Yen-Son (Paul) Huang (354,550), Charles D.
Kissner (1,667); Dr. David K. Lam (10,417); Keith R. Lobo (438,750); Michael
Ferguson (none); Jeffrey K. Jordan (1,134), Donald J. McInnis (369,051); Raymond
K. Ostby (102,767); Dugald H. Stewart (7,390); Christopher J. Tice (22,802);
Tung-sun Tung (34,665); Naeem Zafar (34,713). In addition, Quickturn and its
Board of Directors are currently the subject of class action litigation in which
the plaintiffs are alleging that the Company and the Board have breached their
fiduciary duties to the Company's stockholders by failing to maximize
stockholder value, patent litigation initiated jointly by Aptix Corporation and
Meta, a French subsidiary of Mentor, patent litigation filed by Mentor and its
subsidiaries, a complaint filed by Mentor in Delaware state court seeking a
ruling enjoining the Company and the Board from preventing the tender offer
initiated by Mentor and MGZ from succeeding, and a complaint filed by Mentor
against the Company in Delaware federal court seeking a declaratory judgment
that Mentor and MGZ are in full compliance with federal securities laws, to
which the Company has filed counterclaims seeking injunctive relief and alleging
violation of the federal securities laws.
