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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 12)
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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 "Patent Litigation with Mentor":
On October 5, 1998 the Company issued a press release. A copy of such
press release is attached as Exhibit 39 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 39 Press Release of the Company dated October 5, 1998.
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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 5, 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 39
CONTACTS:
QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK
Raymond K. Ostby Pauline Yoshihashi/Matt Sherman
Vice President-Finance & Administration (213) 630-6550/(212) 371-5999
(408) 914-6633
FOR IMMEDIATE RELEASE
QUICKTURN SEEKS $225 MILLION CLAIM FOR DAMAGES
FROM MENTOR GRAPHICS
QUICKTURN WINS FIFTH CONSECUTIVE ROUND IN MENTOR PATENT INFRINGEMENT BATTLE
SAN JOSE, Calif., -- October 5, 1998 -- Quickturn Design Systems, Inc.
(Nasdaq: QKTN) announced today that it has submitted preliminary damage claims
in excess of $225 million in its U.S. District Court (Oregon) patent
infringement lawsuit against Mentor Graphics Corporation (Nasdaq: MENT). This
amount is comprised of at least $75 million of damage claims along with a
request that the court award an additional $150 million of treble damages on
the basis that Mentor willfully infringed Quickturn's patents. Willful
infringement is grounds for a court to award up to treble damages in such
cases. The trial is scheduled to begin December 1, 1998. The International
Trade Commission (ITC) has already ruled that Mentor submitted "false and
misleading" evidence in support of their defenses to the same Quickturn patents
and described Mentor's defenses as "thoughtless, reckless and harassing."
Keith R. Lobo, Quickturn's president and chief executive officer, said, "We
believe that Mentor understands the full scope of their exposure in this case.
We believe that this exposure is the primary reason that they are trying to
buy Quickturn with their unsolicited tender offer. If they are successful in
their takeover bid, they will essentially be paying these damages to
themselves instead of to Quickturn and its stockholders, to whom that money
belongs."
Quickturn also announced today that it won the fifth consecutive round in
its continuing legal battle to stop Mentor from infringing Quickturn's
intellectual property. On September 28, 1998, the U.S. Court of Appeals for
the Federal Circuit denied Mentor's final appeal of the preliminary injunction
granted to Quickturn on August 1, 1997 by Judge Redden of the U.S. District
Court (Oregon). This ruling reaffirms the Federal Circuit's August 5, 1998
denial of Mentor's appeal of the Oregon District Court's preliminary
injunction. Seven days after this denial, Mentor commenced its unsolicited
takeover bid for Quickturn.
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Quickturn has been fighting Mentor since late 1995 in two U.S.
courts and one German court to prevent Mentor from importing, selling,
distributing or manufacturing certain hardware emulation systems and their
components which have been found to infringe certain Quickturn patents.
Quickturn has won every round in these cases during the three years
since Mentor filed the initial suit attempting to invalidate certain Quickturn
patents and asking the courts to declare that Mentor's products do not
infringe those patents. These five rulings in Quickturn's favor have
consistently upheld the validity of Quickturn's patents and have verified that
Mentor's hardware emulation systems infringe Quickturn's patents. These
Quickturn wins have included: (1) the August 1996 Temporary Exclusion Order
issued by the ITC; (2) the August 1997 denial of Mentor's appeal of the ITC's
Temporary exclusion order; (3) the August 1997 Permanent Exclusion Order
issued by the ITC which precludes Mentor from importing infringing products
and components until 2009; (4) the August 1997 Preliminary Injunction issued
by the U.S. District Court (Oregon) which precludes Mentor from manufacturing
or selling their infringing products in the United States; and (5) the
September 1998 denial of Mentor's appeal of the District Court's preliminary
injunction.
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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