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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 35)
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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
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 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 January 7, 1999, Mentor and MGZ filed an application for a Temporary
Restraining Order in the Court of Chancery of the State of Delaware seeking to
enjoin the January 8, 1999 Special Meeting of Stockholders which had been
called by Mentor. On January 7, 1999, the Court of Chancery denied Mentor's
Application. On January 8, 1999, the Company issued a press release announcing
the decision. A copy of the press release is filed as Exhibit 73 hereto and is
incorporated herein by reference.
On January 8, 1999, Mentor and MGZ filed a Motion for a Temporary
Restraining Order in the United States District Court for the District of
Delaware seeking to enjoin the January 8, 1999 Special Meeting of Stockholders
which had been called by Mentor. On January 8, 1999, the District Court denied
Mentor's Motion. A copy of the Company's press release announcing the decision
is filed as Exhibit 74 hereto and is incorporated herein by reference.
The response to Item 8 is hereby amended further by adding the following to
the end of the section entitled "Proxy Solicitation":
On January 8, 1999, Mentor announced that it was terminating its tender
offer, proxy solicitation and its proposal to acquire the Company, and was
withdrawing its call for the January 8, 1999 Special Meeting of Stockholders.
A copy of the Company's press release relating to Mentor's announcement is
filed as Exhibit 75 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:
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Exhibit 73 Press release of the Company dated January 8, 1999.
Exhibit 74 Press release of the Company dated January 8, 1999.
Exhibit 75 Press release of the Company dated January 8, 1999.
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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: January 8, 1999 QUICKTURN DESIGN SYSTEMS, INC.
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/s/ Keith R. Lobo
By: _________________________________
Keith R. Lobo
President and Chief Executive
Officer
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EXHIBIT 73
CONTACTS:
QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK
Ray Ostby Matt Sherman
(408) 914-6000 (212) 371-5999
FOR IMMEDIATE RELEASE
DELAWARE CHANCERY COURT DENIES
MENTOR'S ELEVENTH-HOUR ATTEMPT TO DELAY VOTE
SPECIAL MEETING OF QUICKTURN STOCKHOLDERS TO PROCEED AS SCHEDULED FOR JANUARY
8, 1999
SAN JOSE, Calif., January 8, 1999 -- Quickturn Design Systems, Inc. (Nasdaq:
QKTN) today announced that the Delaware Chancery Court has denied an
application by Mentor Graphics Corporation (Nasdaq: MENT) for a temporary
restraining order to postpone or adjourn Quickturn's Special Meeting of
Stockholders scheduled for today, January 8, 1999. The Court's denial allows
the Special Meeting to take place as scheduled.
Keith R. Lobo, president and chief executive officer of Quickturn, said,
"We're pleased with the Court's ruling and we look forward to proceeding with
our Special Meeting."
Mr. Lobo continued, "Mentor's eleventh-hour public statements seek to erect
a smokescreen around our superior definitive merger agreement with Cadence
Design Systems. The Cadence agreement will provide $15 per share of Cadence
stock for 100% of Quickturn's outstanding shares. Our agreement with Cadence
will enable Quickturn stockholders to continue to participate in Quickturn's
future growth, and to enjoy the added benefits of Cadence's proven business
strategy, strong balance sheet and excellent track record in acquiring and
integrating companies.
"Mentor started out with an inadequate offer. Since Quickturn's merger
agreement with Cadence, Mentor has scrambled to provide Quickturn stockholders
with ever-shifting reasons to vote for Mentor's nominees. Mentor's litigation
and unfounded assertions about Cadence's merger agreement with Quickturn are
nothing but distractions. Mentor has simply failed to provide our stockholders
with a superior, fully financed offer for all of Quickturn's shares," Mr. Lobo
concluded.
Quickturn Design Systems, Inc. is the leading provider of verification
products and time-to-market engineering (TtMETM) 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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EXHIBIT 74
CONTACTS:
QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK
Ray Ostby Matt Sherman
(408) 914-6000 (212) 371-5999
FOR IMMEDIATE RELEASE
FEDERAL DISTRICT COURT DENIES
MENTOR'S LAST DITCH EFFORT TO DELAY VOTE
SAN JOSE, Calif., January 8, 1999 -- Quickturn Design Systems, Inc. (Nasdaq:
QKTN) today announced that the United States Federal District Court for the
District of Delaware has denied an application by Mentor Graphics Corporation
(Nasdaq: MENT) for a temporary restraining order to postpone or adjourn
Quickturn's Special Meeting of Stockholders scheduled for today, January 8,
1999. The Federal Court's denial allows the Special Meeting to take place as
scheduled.
Keith R. Lobo, president and chief executive officer of Quickturn, said, "We're
pleased with the Federal Court's ruling and we look forward to proceeding with
our Special Meeting."
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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EXHIBIT 75
CONTACTS:
QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK
Ray Ostby Matt Sherman
(408) 914-6000 (212) 371-5999
FOR IMMEDIATE RELEASE
MENTOR GRAPHICS TERMINATES PARTIAL TENDER OFFER
MENTOR WITHDRAWS REQUEST FOR SPECIAL MEETING OF QUICKTURN STOCKHOLDERS
AND WITHDRAWS SLATE OF DIRECTOR NOMINEES TO QUICKTURN'S BOARD
SAN JOSE, Calif., January 8, 1999 -- Quickturn Design Systems, Inc. (Nasdaq:
QKTN) announced today that Mentor Graphics Corporation (Nasdaq: MENT) has
withdrawn its request for a Special Meeting of Quickturn Stockholders, scheduled
for today, January 8, 1999, and has withdrawn its proposed slate of director
nominees and related proposals that were scheduled to be voted on at the Special
Meeting. Mentor also announced that it has terminated its previously announced
unsolicited tender offer for 2,100,000 shares of Quickturn.
Keith R. Lobo, president and chief executive officer of Quickturn, said, "We are
extremely pleased with this outcome. Now our Board can continue to manage the
business of Quickturn in the best interests of Quickturn's stockholders without
distraction. Our Board believes that our definitive merger agreement with
Cadence provides our stockholders with superior value and tremendous upside
potential. We look forward to completing our merger with Cadence as quickly as
possible for the benefit of all our 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].
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