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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 14)
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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 "Litigation Concerning the Offer":
On October 9, 1998, the Delaware Chancery Court determined that a full trial
will be necessary to consider the defenses raised by the Company to Mentor's
complaint regarding amendments to certain provisions of the Company's Bylaws
and its stockholder rights plan. A copy of the Memorandum Opinion announcing
the decision is filed as Exhibit 41 hereto and is incorporated herein by
reference.
On October 12, 1998 the Company issued a press release responding to the
Delaware Chancery Court's decision. A copy of such press release is attached
as Exhibit 42 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:
<TABLE>
<C> <S>
Exhibit 41 Memorandum Opinion of the Delaware Chancery Court.
Exhibit 42 Press Release of the Company dated October 12, 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: October 13, 1998 QUICKTURN DESIGN SYSTEMS, INC.
</TABLE>
By:/s/ Keith R. Lobo
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Keith R. Lobo
President and Chief Executive
Officer
3
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EXHIBIT 41
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
MENTOR GRAPHICS CORPORATION, an )
Oregon corporation, and MGZ CORP., a Delaware )
corporation, )
)
Plaintiffs, )
)
v. ) Civil Action No. 16584
)
QUICKTURN DESIGN SYSTEMS, INC., a )
Delaware corporation, KEITH R. LOBO, )
GLEN M. ANTLE, RICHARD C. ALBERDING, )
MICHAEL R. D'AMOUR, YEN-SON (PAUL) )
HUANG, DR. DAVID K. LAM, WILLIAM A. )
HASLER and CHARLES D. KISSNER, )
)
Defendants, )
)
HOWARD SHAPIRO, )
)
Plaintiff, )
)
v. ) Civil Action No. 16588
)
GLEN M. ANTLE, KEITH R. LOBO, )
RICHARD C. ALBERDING, MICHAEL R. )
D'AMOUR, YEN-SON HUANG, DAVID K. )
LAM, WILLIAM A. HASLER, CHARLES D. )
KISSNER, and QUICKTURN DESIGN )
SYSTEMS, INC., )
)
Defendants. )
)
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<PAGE>
MEMORANDUM OPINION
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Date Submitted: October 7, 1998
Date Decided: October 9, 1998
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Kevin G. Abrams, Thomas A. Beck, Catherine G. Dearlove, J. Travis Laster, Thad
J. Bracegirdle and Dominick Gattuso, Esquires, of RICHARDS, LAYTON & FINGER,
Wilmington, Delaware; and Fredric J. Zepp and Heidi E. Klein, Esquires of LATHAM
& WATKINS, San Francisco, California; and Marc W. Rappel, LATHAM & WATKINS,
Costa Mesa, California; and Christopher L. Kaufman and David A. York, Esquires,
of LATHAM & WATKINS, Menlo Park, California; and H. Steven Wilson, Esquire, of
LATHAM & WATKINS, San Diego, California, Attorneys for Plaintiffs Mentor
Graphics Corporation and MGZ Corporation.
Norman M. Monhait, Esquire, of ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.,
Wilmington, Delaware; and Stanley D. Bernstein and Abraham I. Katsman, Esquires,
of BERNSTEIN LIEBHARD & LIFSHITZ, New York, New York, Attorneys for Plaintiff
Howard Shapiro.
Kenneth J. Nachbar, William M. Lafferty and Donna L. Culver, Esquires, of
MORRIS, NICHOLS, ARSHT & TUNNELL, Wilmington, Delaware; and James A. DiBoise and
David J. Berger, Esquires of WILSON SONSINI GOODRICH & ROSATI, P.C., Palo Alto,
California, Attorneys for Defendants.
JACOBS, VICE CHANCELLOR
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Pending is a motion for summary judgment dismissing this action. At issue
is the validity of two defensive measures adopted by the board of directors of
the target company, Quickturn Design Systems, Inc. ("Quickturn"), in response to
a hostile bid by plaintiff Mentor Graphics Corporation ("Mentor") to acquire
Quickturn. Because of the press of time, /1/ no extended treatment of the facts
or law is possible, and this Opinion must necessarily be abbreviated. For the
reasons discussed below, I conclude that a trial is needed to adjudicate the
breach of fiduciary duty and other claims asserted by Mentor in this action.
Accordingly, the motion for summary judgment will be denied.
I. BACKGROUND
On August 12, 1998, the plaintiffs, Mentor and MGZ Corporation, a Mentor
subsidiary, (referred to collectively as "Mentor") announced an unsolicited cash
tender offer for a majority of the outstanding common stock of Quickturn./2/
That offer, once consummated, would be followed by a second step merger wherein
Quickturn's remaining stockholders would receive, in cash, the $12.125 per share
tender offer price. In reliance upon Quickturn's original by-law provision
governing the call of special stockholders meetings, Mentor began soliciting
agent designations from Quickturn stockholders to satisfy the by-law
requirements for calling a special meeting./3/
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/1/ The case has been scheduled to be tried beginning October 19, 1998, subject
to the Court's ruling on this motion. Given the short period remaining in which
to complete preparation for trial in the event summary judgment is denied, a
prompt decision was required.
/2/ The offer was for $12.125 per share, representing an approximate 50%
premium over Quickturn's immediate pre-offer price, but also an approximately
20% discount from Quickturn's stock price in February, 1998.
/3/ The original by-law required a call by shareholders who hold at least 10%
of Quickturn's shares. In their agent solicitation, Mentor informed Quickturn
stockholders of its intention to call the special meeting approximately 45 days
after it received sufficient agent designations to satisfy the 10% requirement
under the original by-law. The solicitation also disclosed Mentor's intent to
set the date, and give notice of the special meeting, and also to set the record
date for that meeting.
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<PAGE>
At issue are two defensive measures adopted by the Quickturn board of
directors in response to Mentor's hostile takeover bid. First, the board
amended the Quickturn special meeting by-law which allowed stockholders holding
10% or more of Quickturn's stock to call a special stockholders meeting. The
board amended that by-law to provide that if a special meeting is called by
stockholders, the corporation (Quickturn) would determine the time and place of
that special meeting, and that the meeting must not take place less than 90 days
----
nor more than 100 days after the receipt and determination of the validity of
such a request (the "By-Law Amendment"). The corporation would also fix the
record date determining the stockholders entitled to vote at the meeting./4/
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/4/ Section 2.3 of Quickturn's by-laws, as amended, states (amended portion in
italics):
A special meeting of the stockholders may be called at any time by the
(i) board of directors, (ii) the chairman of the board, (iii) the
president, (iv) the chief executive officer or (v) subject to the
procedures set forth in this Section 2.3, one or more stockholders
holding shares in the aggregate entitled to cast not less than ten
percent (10%) of the votes at that meeting.
Upon request in writing sent by registered mail to the president
or chief executive officer by any stockholder or stockholders entitled
to call a special meeting of stockholders pursuant to this Section 2.3,
the board of directors shall determine a place and time for such
meeting, which time shall be not less than ninety (90) nor more than one
hundred (100) days after the receipt and determination of the validity
of such request, and a record date for the determination of stockholders
entitled to vote at such meeting in the manner set forth in Section 2.12
hereof. Following such receipt and determination, it shall be the duty
of the secretary to cause notice to be given to the stockholders
entitled to vote at such meeting, in the manner set forth in Section 2.4
hereof, that a meeting will be held at the place and time so determined.
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Second, the board amended Quickturn's Shareholder Rights Plan ("Rights
Plan") by eliminating its so-called "dead hand" provision, and replacing it with
a "Delayed Redemption" provision under which no newly elected board could redeem
the Rights Plan for six months after taking office to facilitate a transaction
with a person who proposed, nominated or financially supported the election of
the new directors to the board./5/ In this case, that "person" would be Mentor.
The by-law amendment would impose a minimum 3 month delay in holding a
special stockholders meeting called by shareholders, and the Delayed Redemption
provision would delay the ability of certain newly-elected boards to redeem the
poison pill for 6 months. In this case, the combined practical effect of the
two defensive measures would be to delay for at least nine months any
acquisition of Quickturn by Mentor.
II. THE PARTIES' CONTENTIONS
In this lawsuit Mentor challenges the validity of these two defensive
measures on several grounds. First, Mentor claims that by enacting the
defensive measure the Quickturn directors
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/5/ The amended Rights Plan pertinently provided that: "[I]n the event that a
majority of the Board of Directors of the Company is elected by stockholder
action at an annual or special meeting of stockholders, then until the 180th day
following the effectiveness of such election (including any postponement or
adjournment thereof), the Rights shall not be redeemed if such redemption is
reasonably likely to have the purpose or effect of facilitating a Transaction
with an Interested Person."
An "Interested Person" is defined under the amended Rights Plan as "any Person
who (i) is or will become an Acquiring Person if such Transaction were to be
consummated or an Affiliate or Associate of such a Person, and (ii) is, or
directly or indirectly proposed, nominated or financially supported, a director
of [Quickturn] in office at the time of consideration of such Transaction who
was elected at an annual or special meeting of stockholders."
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<PAGE>
breached their duty of care./6/ Second, the plaintiffs claim that (i) the
Quickturn board did not have reasonable grounds to conclude that a threat to
corporate policy existed and, (ii) if a threat did exist, the board's defensive
response was disproportionate to the threat posed, and hence, violated the
board's duties prescribed by Unitrin, Inc. v. American Gen. Corp.
------------------------------------
("Unitrin")/7/ and Unocal Corp. v. Mesa Petroleum Co. ("Unocal")/8/. Third
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the plaintiffs claim that Quickturn's board, without any compelling
justification, adopted the defensive measures purposefully to disenfranchise its
shareholders, in violation of the principles set forth in Blasius Indus., Inc.
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v. Atlas Corp. ("Blasius")./9/ Fourth, the plaintiffs claim that by adopting the
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defensive measures, the Quickturn board inequitably manipulated the corporate
machinery to perpetuate itself in office, which is proscribed by Schnell v.
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Chris-Craft Indus., Inc. ("Schnell")./10/ Fifth, the plaintiffs claim that the
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Delayed Redemption provision is invalid as a matter of Delaware law./11/ Lastly,
Mentor contends that the Quickturn board's decision not to exempt Mentor's offer
from 8 Del. C. (S)203 constitutes a breach of the board's fiduciary duties, and
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is invalid under Unocal and Unitrin.
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The defendants argue that they are entitled to summary judgment on all
these claims. They base their claim of entitlement to judgment upon the
following six facts, which, defendants say, are
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/6/ Cede & Co. v. Technicolor, Inc., Del Supr., 634 A.2d 345, 367
-------------------------------
(1993); Smith v. Van Gorkom, Del. Supr., 488 A.2d 858, 872-75 (1985).
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/7/ Del Supr. 651 A.2d 1361 (1995).
/8/ Del. Supr., 493 A.2d 946 (1985).
/9/ Del. Ch., 54 A.2d 651, 661 (1988).
/10/ Del. Supr., 285 A.2d 437, 439 (1971).
/11/ Plaintiffs base this claim upon this Court's recent decision in
Carmody v. Toll Bros., Inc., Del. Ch., C.A. No. 15983, Jacobs, V.C. (July 24,
- --------------------------
1998, revised July 27, 28 and August 4, 1998).
-6-
<PAGE>
undisputed: (i) a majority of Quickturn's board is independent; (ii) the
Quickturn board carefully analyzed Mentor's offer, and only after lengthy
deliberation did it determine that the offer was inadequate and contrary to
stockholder's interests; (iii) the only two defensive actions taken by
Quickturn's board were the By-Law and Rights Plan Amendments; (iv) the By-Law
Amendment imposes no improper delay, because Quickturn has noticed the special
meeting requested by Mentor for January 8, 1999;/12/ (v) the Rights Plan
Amendment would delay an acquisition of Quickturn by Mentor for no more six
months; and (vi) Mentor has the ability to keep its offer "on the table" for the
nine month period mandated by the (combined) By-Law Amendment and the Rights
Plan Amendment. Mentor disputes all six of these "facts" arguing that underlying
all of plaintiffs' claims are factual material disputes sufficient to warrant a
trial./13/
III. ANALYSIS
Summary judgment is appropriate only where the moving party demonstrates
that there are no genuine issues of material fact and that the moving party is
entitled to judgment as a matter of
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/12/ Mentor points out, however, that Quickturn has made the January 8
date and meeting contingent upon a ruling in a pending action brought by
Quickturn in the United States District Court for the District of Delaware
attacking the propriety of Mentor's agent solicitations. Should that Court
uphold the agent solicitations, then the meeting would go forward. Mentor
responds that the Federal Court is not likely to issue even a preliminary ruling
on Quickturn's challenges to Mentor's agency solicitations until after a hearing
scheduled for October 21, 1998, a ruling that Quickturn could then appeal to the
Third Circuit. Moreover, (Mentor points out) a trial in Quickturn's federal
action is not scheduled until November 1, 1999. For these reasons, Mentor urges,
the delay of a special meeting resulting from the By-Law Amendment is, for all
practical purposes, open-ended, and the fact that a special meeting is called
for January 8, 1998 is illusory and purely cosmetic. These arguments need not be
addressed in this Opinion.
/13/ The class plaintiffs join in Mentor's summary judgment arguments.
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<PAGE>
law./14/ On any application for summary judgment, the Court must view the
evidence in the light most favorable to the non-moving party./15/ Summary
judgment must be denied "if there is any reasonable hypothesis by which the
opposing party may recover, or if there is a dispute as to a material fact or
inferences to be drawn therefrom."/16/
Moreover, this Court may, in its discretion, deny summary judgment if it
decides upon a preliminary examination of the presented facts that it is
desirable to inquire into or develop more thoroughly the facts at trial in order
to clarify the law or its application./17/ This has occurred even in cases where
the Court has found that there are no material factual disputes./18/ As
Chancellor (then Superior Court Judge) Chandler aptly observed in McCabe v.
---------
Wilson:
- ------
Before a court can apply the law, it must have an adequate factual basis
for doing so. And in some situations a fuller development of the facts may
serve to clarify the law or help the Court determine its application to the
case.... In other words, summary judgment, with ever-lurking issues of
fact, is a treacherous shortcut. Such relief is always discretionary and
in cases posing a complex mosaic of factual issues and questions of law,
sound judicial administration may dictate withholding judgment until the
whole factual structure stands upon a solid foundation following a plenary
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/14/ Ch. Ct. R. 56(c); Gilbert v. El Paso Co., Del. Supr.,
----------------------
575 A.2d 1131, 1142 (1990); Brown v. Ocean Drilling & Exploration Co., Del.
-----------------------------------------
Supr., 403 A.2d 1114, 1115 (1979).
/15/ Brown, 403 A.2d at 1115.
-----
/16/ Seagraves v. Urstadt Property Co., Inc., Del. Ch., C.A. No.
---------------------------------------
10307, Jacobs, V.C. (April 1, 1996), mem. op. at 7 (citations omitted).
/17/ Alexander Industries, Inc. v. Hill, Del. Supr., 211 A.2d 917,
----------------------------------
918-19 (1965); Ebersole v. Lowengrub, Del. Supr., 180 A.2d 467 (1962); Frazer v.
--------------------- ---------
Worldwide Energy Corporation, Del. Ch., C.A. No. 8822, Jacobs, V.C. (May 3,
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1990), mem. op. at 5; McCabe v. Wilson, Del. Super., C.A. No. 38, 1977,
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Chandler, J. (June 26, 1986), mem. op. at 5; see also Robert Johnson Grain Co.
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v. Chemical Interchange Co., 541 F.2d 207 (8th Cir. 1976); 10A Wright and
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Miller, Federal Practice and Procedure, (S)2725 (1983).
/18/ Frazer, mem. op. at 5.
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trial where proof can be fully developed, questions answered and issues
clearly focused..../19/
In this case, I conclude that several of the plaintiffs' claims involve
disputed questions of material fact that under Chancery Court Rule 56(c) can be
resolved only after a trial. I further conclude that to the extent there are
claims that do not involve disputed issues of material fact, the "complex mosaic
of law and facts" presented by the unique circumstances of this case "cry out
for further development of background and context, so that the nature of and
subtlety of those claims can be more clearly grasped."/20/
A. CLAIMS INVOLVING DISPUTED ISSUES OF FACT
The Court concludes, first, that several claims rest on material facts that
are disputed. First, whether the Quickturn board was properly informed when it
decided to adopt the defensive measures is factually disputed. There is
evidence that raises triable fact questions bearing upon whether the board
adequately performed an independent inquiry and conducted a reasonable
investigation into (i) whether Mentor's offer posed a threat to Quickturn, and
(ii) whether adopting the defensive measures would have a coercive or preclusive
effect upon the Mentor offer and/or upon any shareholder vote at any meeting
specially called to replace Quickturn's board of directors. These factual issues
are pivotal to both Mentor's duty of care and Unocal/Unitrin claims.
--------------
There are also disputed fact issues that relate to Mentor's Unocal/Unitrin
--------------
claims. Under Unocal/Unitrin's first prong, the target board must show that it
----------------
had reasonable grounds for believing
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/19/ Mem op. at 5 (citations omitted).
/20/ Frazer, mem. op. at 5.
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<PAGE>
that a danger to corporate policy and effectiveness existed./21/ Quickturn's
stated reason for deeming the Mentor offer a threat is sharply contested, and
cannot be resolved on a paper record. Also disputed is whether the Quickturn
board acted in good faith.
There are also fact disputes relating to Mentor's claim under the second
prong of Unocal/Unitrin, which requires the board to prove that a defensive
--------------
measure was "proportional" in the sense that it is (i) not preclusive or
coercive and (ii) that it falls within a range of reasonableness./22/ In this
case there are factual disputes as to what effect the defensive mechanisms would
have upon any election contest and the Mentor offer, and as to whether the
target board understood those likely effects when it adopted the defensive
measures. A related issue, which a trial is needed to explore, concerns why the
Quickturn board decided to adopt a six month delay period in the Rights Plan
amendment as opposed to a shorter (or longer) time period, particularly given
the current volatile market environment.
2. CLAIMS REQUIRING FURTHER FACTUAL
DEVELOPMENT AND CLARIFICATION OF THE
APPLICATION OF LAW TO THE FACTS.
Given the complex legal arguments, the voluminous briefs and lengthy oral
arguments advanced on the several issues, and the extremely short time period
remaining between the oral argument on summary judgment and the scheduled trial
dates, I am satisfied that even as to claims
- ------------
/21/ Unitrin, 651 A.2d at 1373.
-------
/22/ Unitrin, 651 A.2d at 1386-88.
-------
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that do not involve material fact disputes, it is necessary to further develop
the record at trial in order to clarify the law and its proper application to
the facts./23/
For example, whether Blasius concerns are even implicated in this case
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depends upon factual issues that are not easily resolved on this record. A
trial is needed to clarify whether Quickturn's board's defensive measures would
in fact impede the exercise of the stockholder's voting rights, and if so,
whether the board specifically intended this and why. A similar problem exists
with respect to Mentor's Schnell claim that the Quickturn board manipulated the
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corporate machinery for the inequitable purpose of "perpetuating itself in
office." Further development of the facts is needed for the court to determine
precisely what the board's purpose was. Indeed, the record evidence of the
board's purpose gives rise to conflicting inferences.
Perhaps the most important reasons a trial is needed is that a
determination of one or more of the issues presented could have far-reaching
effects in the development of the law governing mergers and acquisitions. The
legal validity of the Delayed Redemption provision is a prime example. To
determine that issue, the Court must be certain of the precise effect of those
provisions in this specific context, which is unclear on this record. Thus,
clarification of how and to what extent the defensive mechanisms would operate
(separately and in combination) and how (if at all) they would adversely affect
Mentor's offer and the shareholders' voting rights is needed. The same is true
for Mentor's claim that the Quickturn board violated its fiduciary duty by not
exempting Mentor's offer under 8 Del. C. (S)203. In short, further development
-------
of the facts is needed to clarify what the legal
- -------------------------
/23/ These are also the reasons why this Court has not provided the
parties with greater detail in this opinion. Due to the time limitations
presented by the procedural posture of this motion, the Court has purposefully
treated the factual issues in a cursory manner, with the thought in mind that
all disputed factual issues will be better explored at trial, rather than in
this opinion.
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issues truly are. To decide on this record "issues" that may turn out to be
different or nonexistent on a fully developed record, would be imprudent.
IV. CONCLUSION
For the foregoing reasons, the motion for summary judgment is denied. IT
IS SO ORDERED.
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EXHIBIT 42
FOR IMMEDIATE RELEASE
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]
QUICKTURN ISSUES RESPONSE TO DELAWARE CHANCERY COURT DECISION
SAN JOSE, CALIF. -- October 12, 1998 -- Quickturn Design Systems, Inc. (Nasdaq:
QKTN) announced today that the Delaware Chancery Court has determined that a
full trial will be necessary to consider the defenses raised by Quickturn to
Mentor Graphics Corporation's (Nasdaq: MENT) complaint regarding amendments to
certain provisions of Quickturn's Bylaws and its stockholder rights plan. The
trial is scheduled to begin on October 19, 1998. The Chancery Court reached
its decision after considering the importance of the issues raised to the
development of Delaware corporate law.
Quickturn issued the following statement:
"Quickturn looks forward to a full and fair hearing of these important
corporate governance issues. We believe the amendments to our Bylaws and
stockholder rights plan are designed to protect the interests of
Quickturn's stockholders. We believe that stockholders will benefit from a
careful deliberation on these issues and we are confident that the Court
will recognize the merits of our case."
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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