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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 30)
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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 "Proxy Solicitation":
On December 24, 1998, the Company issued a press release and sent a letter,
revised proxy card, and addendum to the Company's proxy statement in
opposition to the solicitation by Mentor and MGZ. A copy of the press release,
letter, addendum to proxy statement, and revised proxy card are filed as
Exhibits 61, 62, 63 and 64, respectively, hereto, and are 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 61 Press Release of the Company dated December 24, 1998.
Exhibit 62 Letter to the Company's Stockholders dated December 24, 1998.
Exhibit 63 Addendum to Proxy Statement dated December 24, 1998.
Exhibit 64 Revised Proxy Card.
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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: December 24, 1998 QUICKTURN DESIGN SYSTEMS, INC.
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/s/ Keith R. Lobo
By: _________________________________
Keith R. Lobo
President and Chief Executive
Officer
3
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Exhibit 61
FOR IMMEDIATE RELEASE
QUICKTURN MAILS LETTER TO STOCKHOLDERS
BOARD URGES STOCKHOLDERS TO REJECT MENTOR'S DESPERATE ATTEMPT
TO REPLACE BOARD AND TAKE OVER COMPANY
SAN JOSE, Calif., December 24, 1998 - Quickturn Design Systems, Inc. (Nasdaq:
QKTN) announced today that it will soon mail to stockholders additional proxy
materials and a letter from Keith R. Lobo, president and chief executive officer
of Quickturn, on behalf of the Quickturn Board of Directors. Quickturn noted
that even in light of its previously announced merger agreement with Cadence
Design Systems, Inc. (NYSE: CAD), Mentor Graphics Corporation (Nasdaq: MENT)
persists in its proxy solicitation to replace the Quickturn Board with its own
handpicked slate of director nominees. The Quickturn Board strongly recommends
that stockholders vote AGAINST Mentor's desperate attempt to take over Quickturn
and its Board by sending in Quickturn's BLUE proxy card. The complete text of
the letter follows:
"December 24, 1998
Dear Fellow Quickturn Stockholder:
QUICKTURN ENTERS INTO DEFINITIVE MERGER AGREEMENT WITH CADENCE
On December 8, 1998, the Board of Directors of Quickturn Design Systems, Inc.
unanimously approved a definitive merger agreement with Cadence Design
Systems, Inc., 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.
The combination with Cadence will enable Quickturn stockholders to enjoy the
benefits of Cadence's proven business strategy, strong balance sheet and
excellent track record in acquiring and integrating companies. WE BELIEVE THAT
OUR STRATEGIC MERGER WITH CADENCE IS IN THE BEST INTERESTS OF QUICKTURN AND ITS
STOCKHOLDERS.
NEVERTHELESS, MENTOR PERSISTS IN ITS DESPERATE ATTEMPT
TO TAKE OVER QUICKTURN AND YOUR BOARD
Despite Quickturn's strategic merger with Cadence, Mentor persists in soliciting
your vote to replace the Quickturn Board with its own handpicked slate of
director nominees. If Mentor's nominees are elected to Quickturn's Board, their
stated primary purpose will be to facilitate Mentor's takeover of Quickturn at
$12.125, an offer your Board determined was inadequate and not in the best
interests of the Company and its stockholders. The Special Meeting of Quickturn
Stockholders that was sought by Mentor Graphics is still scheduled for January
8, 1999.
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YOUR BOARD OF DIRECTORS CONTINUES TO STRONGLY RECOMMEND THAT YOU VOTE AGAINST
MENTOR'S PROPOSALS ON THE ENCLOSED BLUE PROXY CARD. By doing so, you are
sending a strong message to your Board -- and to Mentor -- that you prefer a
combination of Cadence and Quickturn. If you have previously supported Mentor
by sending in a Gold-striped proxy card, you can still change your vote by
signing, dating and mailing Quickturn's BLUE proxy card today. ONLY THE LATEST
SIGNED AND DATED PROXY CARD IS COUNTED.
REJECT MENTOR'S DESPERATE ATTEMPT TO TAKE OVER YOUR COMPANY
VOTE AGAINST MENTOR'S PROPOSALS ON THE BLUE PROXY CARD TODAY.
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Your Board has been working hard on your behalf. Voting the BLUE proxy card
will enable the Board to continue to ensure that your best interests -- not
Mentor's -- are served.
Enclosed are Quickturn's proxy statement, dated September 21, 1998, and an
amendment to that proxy, dated December 24, 1998. 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,
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].
# # #
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December 24, 1998
Dear Fellow Quickturn Stockholder:
QUICKTURN ENTERS INTO DEFINITIVE MERGER AGREEMENT WITH CADENCE
On December 8, 1998, the Board of Directors of Quickturn Design Systems,
Inc. unanimously approved a definitive merger agreement with Cadence Design
Systems, Inc., 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.
The combination with Cadence will enable Quickturn stockholders to enjoy the
benefits of Cadence's proven business strategy, strong balance sheet and
excellent track record in acquiring and integrating companies. WE BELIEVE THAT
OUR STRATEGIC MERGER WITH CADENCE IS IN THE BEST INTERESTS OF QUICKTURN AND
ITS STOCKHOLDERS.
NEVERTHELESS, MENTOR PERSISTS IN ITS DESPERATE ATTEMPT
TO TAKE OVER QUICKTURN AND YOUR BOARD
Despite Quickturn's strategic merger with Cadence, Mentor persists in
soliciting your vote to replace the Quickturn Board with its own handpicked
slate of director nominees. If Mentor's nominees are elected to Quickturn's
Board, their stated primary purpose will be to facilitate Mentor's takeover of
Quickturn at $12.125, an offer your Board determined was inadequate and not in
the best interests of the Company and its stockholders. The Special Meeting of
Quickturn Stockholders that was sought by Mentor Graphics is still scheduled
for January 8, 1999.
YOUR BOARD OF DIRECTORS CONTINUES TO STRONGLY RECOMMEND THAT YOU VOTE
AGAINST MENTOR'S PROPOSALS ON THE ENCLOSED BLUE PROXY CARD. By doing so, you
are sending a strong message to your Board--and to Mentor--that you prefer a
combination of Cadence and Quickturn. If you have previously supported Mentor
by sending in a Gold-striped proxy card, you can still change your vote by
signing, dating and mailing Quickturn's BLUE proxy card today. ONLY THE LATEST
SIGNED AND DATED PROXY CARD IS COUNTED.
REJECT MENTOR'S DESPERATE ATTEMPT TO TAKE OVER YOUR COMPANY
VOTE AGAINST MENTOR'S PROPOSALS ON THE BLUE PROXY CARD TODAY.
Your Board has been working hard on your behalf. Voting the BLUE proxy card
will enable the Board to continue to ensure that your best interests--not
Mentor's--are served.
Enclosed are Quickturn's proxy statement, dated September 21, 1998, and an
amendment to that proxy, dated December 24, 1998. 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
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QUICKTURN DESIGN SYSTEMS, INC.
55 WEST TRIMBLE ROAD
SAN JOSE, CALIFORNIA 95131
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SPECIAL MEETING OF STOCKHOLDERS
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ADDENDUM TO PROXY STATEMENT
BY
THE BOARD OF DIRECTORS OF QUICKTURN DESIGN SYSTEMS, INC.
SOLICITING PROXIES IN OPPOSITION TO THE
SOLICITATION OF PROXIES BY MENTOR GRAPHICS CORPORATION AND MGZ CORP.
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This Addendum to Proxy Statement is furnished by the Board of Directors of
Quickturn Design Systems, Inc., a Delaware corporation (the "Company"), to the
holders of outstanding shares of the Company's Common Stock, $0.001 par value,
in connection with the Board's solicitation of proxies in opposition to the
solicitation (the "Mentor solicitation") by Mentor Graphics Corporation, an
Oregon corporation ("Mentor"), and MGZ Corp., a Delaware corporation and a
wholly owned subsidiary of Mentor ("MGZ"), pursuant to a Proxy Statement of
Mentor and MGZ dated September 11, 1998, to the extent valid, or any
subsequent proxy statement of Mentor and/or MGZ (in either case, the "Mentor
Proxy Statement"), of proxies to be used at a special meeting of stockholders
of the Company called by Mentor and any adjournments and postponements thereof
(the "Special Meeting").
This Addendum, accompanied by the Proxy Statement of the Board of Directors
of Quickturn dated September 21, 1998 (the "September Proxy Statement") and a
proxy card, is first being sent or given on December 24, 1998 to all
stockholders of record of the Company as of the Record Date (as defined
below). Capitalized terms not otherwise defined herein have the meanings
ascribed to them in the September Proxy Statement.
On December 3, 1998, the Delaware Chancery Court rendered its decision
(revised December 7, 1998) in the litigation between the Company and Mentor
concerning certain issues under Delaware law, as described in the September
Proxy Statement. The Chancery court upheld the right of the Quickturn Board to
set the date and place, and the record date, of the Special Meeting in
accordance with the Company's Bylaws. Accordingly, the Special Meeting will be
held at 8:00 a.m., PST, on January 8, 1999 at the offices of Wilson Sonsini
Goodrich & Rosati at 650 Page Mill Road, Palo Alto, California. The phone
number at that location is (650) 493-9300. The record date for the Special
Meeting is November 10, 1998 (the "Record Date").
Also on December 3, 1998, the Chancery Court ruled that certain provisions
of an amendment to the Company's Preferred Shares Rights Agreement dated
January 10, 1996 (the "Rights Agreement") were invalid. The provisions ruled
invalid related to a 180 day delay in the ability of a board of directors
elected by stockholder action at an annual or special meeting to redeem or
exchange the Preferred Share Purchase Rights issues under the Rights
Agreement, or otherwise to amend the Rights Agreement. On December 3, 1998,
the Company filed an appeal of the Chancery Court's decision with the Supreme
Court of the State of Delaware, which appeal is scheduled to be heard on
December 29, 1998.
The Company has entered into an Agreement and Plan of Merger dated as of
December 8, 1998 with Cadence Design Systems, Inc., a Delaware corporation
("Cadence"), and a wholly owned subsidiary of Cadence. Pursuant to such
agreement, it is proposed that the Company will merge with a wholly-owned
subsidiary of Cadence in a tax-free stock-for-stock transaction, and the
stockholders of the Company will receive Cadence common stock with a value of
$14.00 per share at the time of closing. The Company has also entered
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into a Stock Option Agreement dated as of December 8, 1998 with Cadence,
pursuant to which the Company issued Cadence an option to purchase
approximately 19.9% of the Company's outstanding common stock at $14.00 per
share, which option will become exercisable under certain conditions. These
agreements are currently the subject of litigation between the Company and
Cadence, on the one hand, and Mentor on the other, and between the Company and
certain of its stockholders.
For a further discussion of the Delaware litigation (referred to above), the
other litigation between the Company and Mentor or relating to the Mentor
Offer, the proposed transaction between the Company and Cadence Design
Systems, Inc. and the litigation relating thereto, or other events occurring
since the date of the September Proxy Statement, see the Company's various
filings with the Securities and Exchange Commission, including Schedules 14D-9
and 14A, since the date of the September Proxy Statement.
AS FURTHER DESCRIBED IN THE SEPTEMBER PROXY STATEMENT, THE QUICKTURN BOARD
OF DIRECTORS HAS DETERMINED THAT THE MENTOR OFFER IS INADEQUATE AND NOT IN THE
BEST INTERESTS OF THE COMPANY'S STOCKHOLDERS. THE BOARD OF DIRECTORS OPPOSES
THE MENTOR PROPOSALS AND URGES YOU TO (A) SIGN, DATE AND RETURN THE ENCLOSED
BLUE PROXY CARD TO VOTE AGAINST THE MENTOR PROPOSALS AND (B) DISCARD ANY GOLD
STRIPED PROXY CARD SENT TO YOU BY MENTOR AND MGZ.
WHETHER OR NOT YOU HAVE PREVIOUSLY EXECUTED A GOLD STRIPED PROXY CARD, THE
BOARD OF DIRECTORS URGES YOU TO SIGN, DATE, AND DELIVER THE ENCLOSED BLUE
PROXY CARD AS PROMPTLY AS POSSIBLE, BY FAX OR BY MAIL (USING THE ENCLOSED
ENVELOPE), TO MORROW & CO., INC., 445 PARK AVENUE, NEW YORK, NEW YORK, 10022,
FAX: (212) 754-8300.
IF YOU HAVE PREVIOUSLY SIGNED AND RETURNED A GOLD STRIPED PROXY CARD TO
MENTOR AND MGZ, YOU HAVE EVERY RIGHT TO CHANGE YOUR MIND. WHETHER OR NOT YOU
SIGNED THE GOLD STRIPED PROXY CARD SENT TO YOU BY MENTOR AND MGZ, THIS BOARD
OF DIRECTORS URGES YOU TO REJECT THE MENTOR PROPOSALS BY SIGNING, DATING AND
RETURNING THE ENCLOSED BLUE PROXY CARD BY FAX OR IN THE POSTAGE-PAID ENVELOPE
PROVIDED. REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR PROXY IS IMPORTANT.
PLEASE ACT TODAY.
IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE, WE
URGE YOU TO CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND DIRECT HIM OR
HER TO REVOKE ANY GOLD STRIPED PROXY CARDS THAT MAY HAVE BEEN CAST AND TO
EXECUTE AND RETURN A BLUE PROXY CARD ON YOUR BEHALF.
If you have any questions concerning the Company's solicitation of BLUE
Proxy Cards, or Mentor and MGZ's solicitation of gold striped proxy cards,
please contact our information agent:
MORROW & CO., INC.
445 PARK AVENUE
NEW YORK, NEW YORK 10022
OR
CALL TOLL-FREE: (800) 662-5200
FAX: (212) 754-8300
By Order of the Board of Directors
By: /s/ Keith R. Lobo
__________________________________
Keith R. Lobo
President and Chief Executive
Officer
San Jose, California
December 24, 1998
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PROXY CARD
QUICKTURN DESIGN SYSTEMS, INC.
SPECIAL MEETING OF STOCKHOLDERS
CALLED BY MENTOR
THIS PROXY IS SOLICITED BY
THE BOARD OF DIRECTORS OF QUICKTURN DESIGN SYSTEMS, INC.
The undersigned hereby appoints Keith R. Lobo and Raymond K. Ostby, each of
them, with full power of substitution, the proxies of the undersigned to vote
all of the outstanding Common Shares, par value $1.00 per share ("Common
Shares"), of Quickturn Design Systems, Inc. (the "Company") that the
undersigned is entitled to vote at the Special Meeting of Stockholders of the
Company called by Mentor (the "Special Meeting"), currently scheduled for
January 8, 1999 or at any adjournment or postponement of the Special Meeting,
on the following matters which are described in the Proxy Statement of the
Board of Directors of the Company, dated September 21, 1998, and the Addendum
to Proxy Statement dated December 24, 1998 (collectively, the "Proxy
Statement"; all capitalized terms used herein without definition having the
meaning set forth therein) as follows:
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMEND THAT YOU VOTE "AGAINST" EACH
OF ITEMS 1 THROUGH 4.
ITEM
1:
To remove all members of the Board of Directors of the Company, other than the
Nominees (as defined below), if then directors.
ITEM
2:
To adopt an amendment to Section 3.2 of the Bylaws of the Company to reduce
the number of Company Directors from eight to five.
ORF
AGAINST
ABSTAIN
ORF
AGAINST
ABSTAIN
ITEM
3:
To elect Mentor's nominees to the Board of Directors of the Company: Gideon
Argov, Scott H. Brice, Harry L. Demorest, C. Scott Gibson, and Michael J.K.
Savage (collectively, the "Nominees")
(Instruction: To grant
authority to vote for
only one or more
nominees, mark "AGAINST"
above and print the
name(s) of the person(s)
with respect to whom you
wish to grant authority
to vote for in the space
provided below).
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ITEM
4:
To adopt a stockholder resolution repealing each provision of the Bylaws or
any amendment thereto adopted by the Board of Directors of the Company
subsequent to March 30, 1998 and prior to the effective date of the Mentor
proposals.
ORF
AGAINST
ABSTAIN
ORF
AGAINST
ABSTAIN
The proxies of the undersigned named above are authorized to vote, in their
discretion, upon such other matters, procedural or substantive, as may
properly come before the Special Meeting and any adjournment or postponement
thereof.
[PROXY CONTINUED ON REVERSE]
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER MARKED HEREIN
BY THE UNDERSIGNED. IF NO MARKING IS MADE AS TO ANY PROPOSAL OR ALL PROPOSALS,
THIS PROXY REVOCATION WILL BE VOTED "AGAINST" PROPOSALS 1 THROUGH 4 DESCRIBED
ABOVE. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF
THE BOARD OF DIRECTORS OF THE COMPANY DATED SEPTEMBER 21, 1998, AND THE
ADDENDUM TO PROXY STATEMENT DATED DECEMBER 24, 1998, SOLICITING PROXIES FOR
THE SPECIAL MEETING.
All previous proxies given by the undersigned to vote at the Special Meeting
or at any adjournment or postponement thereof are hereby revoked.
Please sign exactly as name appears on this Proxy:
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(Signature)
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(Signature, if jointly held)
Title:
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Dated: _______________________________ , 199_
When shares are held by joint tenants, both should sign. When signing as an
attorney, executor, administrator, trustee or guardian, give full title as
such. If a corporation, sign in full corporate name by President or other
authorized officer. If a partnership, sign in partnership name by authorized
person.
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
