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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 17)
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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 4. THE SOLICITATION OR RECOMMENDATION
The response to Item 4 is hereby amended by adding the following after the
final paragraph of Item 4:
On November 2, 1998, Mentor announced that the expiration of the Offer
had been extended to November 30, 1998. A copy of the Company's press
release relating to Mentor's announcement is included as Exhibit 46 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:
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Exhibit 46 Press Release of the Company dated November 2, 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: November 2, 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 99.46
[LETTERHEAD OF QUICKTURN DESIGN SYSTEMS, INC.]
CONTACTS:
QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK
Joan Powell Pauline Yoshihashi
Director, Marketing Communications (213) 630-6550
(408) 914-6701 Matt Sherman
[email protected] (212) 371-5999
FOR IMMEDIATE RELEASE
QUICKTURN RESPONDS TO MENTOR GRAPHICS' EXTENSION OF ITS UNSOLICITED TENDER OFFER
QUICKTURN'S BOARD CONTINUES TO STRONGLY RECOMMEND
THAT QUICKTURN STOCKHOLDERS NOT TENDER THEIR SHARES
SAN JOSE, CALIF. (NOVEMBER 2, 1998)--Quickturn Design Systems, Inc. (Nasdaq:
QKTN) today responded to Mentor Graphics Corporation's (Nasdaq: MENT) extension
of its tender offer, which was scheduled to expire October 30, 1998, but was
extended by Mentor to November 30, 1998 without its purchasing any shares
tendered. Mentor continues to own only 591,500 shares of Quickturn stock.
On August 24, 1998, the Quickturn board of directors recommended that
Quickturn stockholders reject Mentor's unsolicited tender offer. The board
determined that Mentor's offer is inadequate, does not reflect the inherent
value of the Company, and is not in the best interests of Quickturn or its
stockholders. Quickturn's board considered, among other things, the historical
trading prices of Quickturn's common stock, including the fact that Mentor's
offer is more than 25% below the stock's highest closing price over the last
year, and less than 4% above its average closing price during the same period.
Quickturn's board continues to strongly recommend that Quickturn stockholders
not tender their shares to Mentor and urges Quickturn stockholders who may have
tendered to withdraw their shares.
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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