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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 23)
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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 "Litigation Concerning the Offer":
On December 3, 1998, the Court of Chancery of the State of Delaware
issued an opinion regarding amendments to certain provisions of Quickturn's
Bylaws and its stockholder rights plan. On December 3, 1998, the Company
issued a press release announcing the decision. A copy of the press release
is included as Exhibit 52 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:
Exhibit 52 Press release of the Company dated December 3, 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: December 3, 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 52
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
DELAWARE CHANCERY COURT VALIDATES QUICKTURN BOARD ACTION
ON SPECIAL MEETING DATE
QUICKTURN TO APPEAL COURT RULING ON AMENDMENT OF STOCKHOLDER RIGHTS PLAN
SAN JOSE, Calif. December 3, 1998--Quickturn Design Systems, Inc. (Nasdaq:
QKTN) announced today that the Delaware Chancery Court reached a decision and
issued an opinion regarding amendments to certain provisions of Quickturn's
Bylaws and its stockholder rights plan, which have been the subject of
litigation between Quickturn and Mentor Graphics Corporation (Nasdaq: MENT).
The Court ruled that the Quickturn Board has the right to set the
meeting date and the record date of a special stockholder meeting, in accordance
with the Company's Bylaws. The special meeting is scheduled for January 8, 1999.
Quickturn stockholders of record as of November 10, 1998 will be entitled to
vote at the special meeting.
The Court also ruled that the recent amendments to Quickturn's
stockholder rights plan, regarding the delayed redemption provision, were not
valid. It remains Quickturn's position that the stockholder rights plan was
appropriately amended to provide the Board and stockholders with adequate time
and an orderly process to consider any proposal brought before them. Quickturn
intends to immediately appeal the Court's decision to the Delaware Supreme
Court.
Keith R. Lobo, president and chief executive officer of Quickturn, said,
"We are pleased that the Court upheld the Board's ability to set the date of the
special stockholder meeting. However, we are disappointed with the Court's
decision on our stockholder rights plan, and we intend to file an immediate
appeal. We continue to believe that these amendments best serve the interests of
Quickturn and its stockholders."
The Quickturn Board continues to strongly recommend that stockholders
vote Quickturn's BLUE proxy card, and not support Mentor's attempt to take over
Quickturn at what the Board believes is an opportunistic, inadequate price. The
Quickturn Board continues to urge shareholders not to tender their shares and
not to vote Mentor's gold proxy card.
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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