<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 14D-9
(AMENDMENT NO. 21)
----------------
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)
----------------
74838E102
(CUSIP Number of Class of Securities)
----------------
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)
----------------
COPY TO:
LARRY W. SONSINI, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(650) 493-9300
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 "Proxy Solicitation":
On November 20, 1998, the Company sent a letter to its stockholders in
opposition to the solicitation by Mentor and MGZ. A copy of this letter is
included as Exhibit 50 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 50 Letter to the Company's stockholders dated November 20, 1998.
</TABLE>
2
<PAGE>
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: November 20, 1998 QUICKTURN DESIGN SYSTEMS, INC.
</TABLE>
By:/s/ Keith R. Lobo
----------------------------------
Keith R. Lobo
President and Chief Executive
Officer
3
<PAGE>
[QUICKTURN LOGO APPEARS HERE] EXHIBIT 50
Contacts:
QUICKTURN DESIGN SYSTEMS, INC. Abernathy MacGregor Frank
Joan Powell Pauline Yoshihashi
Director, Marketing Communications (213) 630-6550
(408) 914-6000 Matt Sherman
[email protected] (212) 371-5999
FOR IMMEDIATE RELEASE
MENTOR GRAPHICS AGREES TO DELAY CHALLENGED MEETING DATE
UNTIL AT LEAST DECEMBER 11, 1998
LITIGATION WILL DETERMINE ACTUAL MEETING DATE
SAN JOSE, CALIF. NOVEMBER 20, 1998 -- Quickturn Design Systems, Inc. (Nasdaq:
QKTN) announced today that Mentor Graphics Corporation (Nasdaq: MENT) has agreed
to postpone until at least December 11, 1998 the special meeting of Quickturn
stockholders that Mentor had purported to call for November 24, 1998.
In a letter dated November 17, 1998, the Delaware Chancery Court indicated that
it might not reach a decision and issue an opinion before November 24, 1998,
regarding amendments to certain provisions of Quickturn's Bylaws and its
stockholder rights plan, which are the subject of litigation between Mentor and
Quickturn. The Court previously noted that the issues raised in the litigation
are important to the development of Delaware corporate law.
On November 18, 1998 Quickturn renewed its previous motion for preliminary
injunction to enjoin Mentor's proposed special meeting date. In order to give
the Court additional time to consider the issues raised in the litigation, on
November 20, 1998, Quickturn and Mentor entered into a stipulation to be
entered as an order of the court -- in which Mentor agreed to postpone the
challenged meeting date from November 24 until at least December 11, 1998.
The Quickturn Board of Directors continues to challenge the validity and
legality of Mentor's attempt to call the special meeting as well as its ability
to set the meeting date and record date of the special meeting. Subject to the
resolution of this litigation, the Quickturn Board has set Friday, January 8,
1999 as the date for the special stockholder meeting, in accordance with the
company's Bylaws.
Keith R. Lobo, president and chief executive officer of Quickturn Design
Systems, Inc., said, "Quickturn appreciates the Court's careful consideration of
these important corporate governance issues. We continue to believe the
amendments to our Bylaws and stockholder rights plan are reasonable and designed
to protect the interests of Quickturn's stockholders."
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].
# # #
