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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 10)
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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 last paragraph of the section entitled "Litigation Concerning the
Offer":
On September 22, 1998 Quickturn filed a motion in the Delaware federal
district court requesting the Court to reschedule the hearing on the
parties' cross motions for preliminary injunctions. The Court rescheduled
the hearing on Quickturn's motion for preliminary injunction to October 21,
1998. Mentor will proceed with the hearing for its motion for preliminary
injunction on October 6, 1998. Mentor served Quickturn with its opening
brief in support of its motion for preliminary injunction on September 24,
1998. A copy of the Company's Motion to Reschedule Hearing on Cross Motions
for Preliminary Injunctions is filed as Exhibit 36 hereto and is
incorporated herein by reference.
On September 25, 1998 Quickturn moved for summary judgement in the
Delaware Chancery Court actions on the grounds that as matter of law: (i)
the Board's decision to amend the Company's bylaws was not for the purpose
of, and does not have the effect of, entrenching the Board; (ii) the
Board's decision not to remove Quickturn from the protections provided by
Section 203 of Delaware Law is protected by the business judgement rule;
(iii) the Board's decision not to redeem the Rights under Quickturn's
Rights Agreement is appropriate under Delaware Law; and (iv) the Board's
adoption of a delayed redemption provision in the Rights Agreement falls
within the range of reasonableness allowed under Delaware Law.
The response to Item 8 is hereby amended further by adding the following to
the end of the section entitled "Proxy Solicitation":
On October 1, 1998 the Company announced the Board's decision to set a
record date of Tuesday, November 10, 1998 and a meeting date of Friday,
January 8, 1999 for a special stockholders meeting, all in accordance with
the Company's Bylaws. A copy of the Company's press release announcing the
Board's decision is filed as Exhibit 37 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:
Exhibit 36 Motion to Reschedule Hearing on Cross Motions for Preliminary
Injunctions
Exhibit 37 Press Release of the Company dated October 1, 1998.
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.
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Dated: October 1, 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 36
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
MENTOR GRAPHICS CORPORATION, )
and MGZ CORP., )
)
Plaintiffs, )
)
v. ) Civil Action No. 98-473-RRM
)
QUICKTURN DESIGN SYSTEMS, INC., )
)
Defendant. )
________________________________)
QUICKTURN DESIGN SYSTEMS, INC., )
)
Counterclaimant, )
)
v. )
)
MENTOR GRAPHICS CORPORATION, )
MGZ CORP., WALDEN C. RHINES, )
GREGORY K. HINCKLEY, DEAN M. )
FREED, GIDEON ARGOV, SCOTT H. )
BICE, HARRY L. DEMOREST, )
C. SCOTT GIBSON and MICHAEL J.K.)
SAVAGE, )
)
Counterclaim-defendants. )
MOTION TO RESCHEDULE HEARING ON CROSS
MOTIONS FOR PRELIMINARY INJUNCTIONS
-----------------------------------
Defendant/counterclaimant Quickturn Design Systems, Inc. ("Quickturn"),
hereby moves the Court for an Order in the form attached hereto rescheduling the
hearing on the parties' cross motions for preliminary injunctions. The grounds
for this motion are as follows:
1. Several weeks ago, this Court scheduled a hearing on the parties'
cross-motions for preliminary injunctions for October 6, 1998. That date was
selected largely due to the fact that at that point in time the Court of
Chancery had scheduled a hearing on Mentor Graphic's motion for
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preliminary injunction in that action for October 7. Since the initial
scheduling of the hearing on the cross motions for preliminary injunctions
in this action, there have been several factual developments that militate
in favor of postponing the briefing and hearing on both motions.
2. First, there is no longer a preliminary injunction hearing
scheduled for October 7 in the Court of Chancery action. Rather, Mentor
withdrew its application for a preliminary injunction and instead requested an
expedited trial on the merits. The Court of Chancery scheduled that matter for
trial on October 19, 20 & 23. The October 7 date has now been reserved for the
Quickturn Defendants' motion for summary judgment.
3. Second, since Mentor only began soliciting proxies on or about
September 11 (when it filed its definitive proxy statement with the SEC) in
connection with the special meeting of Quickturn shareholders Mentor has
purported to call for October 29, it is premature and will be a waste of
judicial resources (as well as the parties' resources) to hold the injunction
hearing at such an early date since there will be additional factual
developments (including additional disclosures and likely additional
disclosure claims) over the course of the coming weeks that will impact the
Court's consideration of this matter. It will serve the interests of judicial
economy and will be more efficient for all concerned to delay the briefing and
hearing on the cross motions until later in October when the factual record is
more static. Otherwise, the Court is faced with the prospect of having to
decide cross motions for preliminary injunctions on less than a complete and
static record and the possibility of having to hold more than one preliminary
injunction hearing.
4. Third, given that the current discovery cut-off is September 23, 1998,
it is impractical to proceed on a schedule that calls for both parties'
opening preliminary injunction briefs to be filed on September 24 if the
hearing is to go forward on October 6. Moreover, it is unlikely that
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the discovery record will be closed on September 23 given certain depositions
scheduling issues and untenable privilege positions taken by Mentor in
discovery.
5. For all of the foregoing reasons, Quickturn respectfully requests,
subject of course to the Court's availability, that the hearing on the
parties' cross motions for preliminary injunctions be rescheduled from October
6 until October 16 (the Friday before the trial scheduled in the Court of
Chancery action), or October 21 or 22 (the Wednesday or Thursday during the
week of the trial in the Court of Chancery action) and that the briefing
schedule be adjusted accordingly. Given that opening briefs on the cross
motions for preliminary injunctions are tentatively scheduled to be filed by
the close of business on Thursday, September 24 if the October 6 hearing is
not rescheduled, we respectfully request that a teleconference be scheduled to
address this matter as soon as possible.
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/ William M. Lafferty
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Kenneth J. Nachbar (#2067)
William M. Lafferty (#2755)
Donna L. Culver (#2983)
1201 N. Market Street
P.O. Box 1347
Wilmington, DE 19899
(302) 658-9200
Attorneys for Counterclaimant
Quickturn Design Systems, Inc.
OF COUNSEL:
James A. DiBoise
David J. Berger
Wilson Sonsini Goodrich & Rosati, PC
650 Page Mill Road
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Palo Alto, CA 94304-1050
(650) 493-9300
September 22, 1998
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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
MENTOR GRAPHICS CORPORATION, )
and MGZ CORP., )
)
Plaintiffs, )
)
v. ) Civil Action No. 98-473-RRM
)
QUICKTURN DESIGN SYSTEMS, INC., )
)
Defendant. )
________________________________)
QUICKTURN DESIGN SYSTEMS, INC., )
)
Counterclaimant, )
)
v. )
)
MENTOR GRAPHICS CORPORATION, )
MGZ CORP., et al., )
)
Counterclaim-defendants. )
ORDER
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The Court having considered counterclaimant Quickturn Design Systems,
Inc. ("Quickturn")'s Motion to Reschedule Hearing on Cross Motions for
Preliminary Injunctions;
IT IS HEREBY ORDERED this __ day of September, 1998 that:
1. Quickturn's Motion to Reschedule Hearing on Cross Motions for
Preliminary Injunctions is GRANTED, and the hearing on the parties' cross
motions for preliminary injunctions will be held on October __, 1998 at
__:__ _.m.
_________________________________________
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The Honorable Roderick R. McKelvie
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CERTIFICATION PURSUANT TO LOCAL RULE 7.1.1
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Pursuant to Local Rule 7.1.1, I hereby certify that I have made a
reasonable effort to reach agreement with opposing counsel on the matters set
forth in the foregoing motion, but the parties have been unable to reach
agreement with respect to this motion.
/s/ William M. Lafferty
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William M. Lafferty
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CERTIFICATE OF SERVICE
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I hereby certify that on September 22, 1998, two copies of the
foregoing Motion to Reschedule Hearing on Cross Motions for Preliminary
Injunctions were served upon the following counsel of record:
VIA HAND DELIVERY VIA OVERNIGHT MAIL
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Kevin G. Abrams, Esquire Christopher L. Kaufman, Esquire
Richards, Layton & Finger Latham & Watkins
One Rodney Square, P.O. Box 511 75 Willow Road
Wilmington, Delaware 19899 Menlo Park, California 94025
Norman M. Monhait, Esquire
Rosenthal, Monhait, Gross &
Goddess, P.A.
Suite 1401, Mellon Bank Center
P.O. Box 1070
Wilmington, Delaware 19899
/s/ William M. Lafferty
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William M. Lafferty
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CONTACTS:
QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK
Ray Ostby Pauline Yoshihashi
(408) 914-6000 (213) 630-6550
Matt Sherman
(212) 371-5999
FOR IMMEDIATE RELEASE
QUICKTURN DESIGN SYSTEMS SETS SPECIAL STOCKHOLDERS MEETING
SAN JOSE, CALIF. -- OCTOBER 1, 1998 -- Quickturn Design Systems, Inc. (Nasdaq:
QKTN) announced today that Quickturn's Board of Directors has set record and
meeting dates for a special stockholders meeting in accordance with the
Company's Bylaws. The record date is set for Tuesday, November 10, 1998 and
the meeting date is set for Friday, January 8, 1999. This meeting will only
occur if the United States District Court approves the propriety of
solicitations by Mentor Graphics Corporation (Nasdaq: MENT). The agent
designations solicited by Mentor requesting a special stockholders meeting
were recently determined valid by Quickturn's Board of Directors based upon a
report by an independent inspector of election, CT Corporation System.
As previously announced, Quickturn has filed counterclaims against Mentor
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. In addition,
Quickturn alleges, among other things, that Mentor fails to disclose in these
filings the substantial value of Quickturn's patent portfolio and 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 solicitations and to
protect Quickturn and its stockholders from Mentor's attempt to acquire
Quickturn in a manner that violates federal securities laws.
Quickturn continues to urge its stockholders not to tender their shares to
Mentor's offer, which Quickturn's Board of Directors has rejected as
inadequate. The Board believes that Quickturn will generate substantial
returns for its stockholders over the next two years and thereafter.
Quickturn Design Systems, Inc. is the leading provider of verification
products and time-to-market engineering (TtMETM) 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].
