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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 1998
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QUICKTURN DESIGN SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22738 77-0159619
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
55 W. TRIMBLE ROAD SAN JOSE, CA 95131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 914-6000
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS..
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On January 4, 1999, Quickturn Design Systems, Inc. ("Quickturn") and
Cadence Design Systems, Inc. ("Cadence") amended their Agreement and Plan of
Merger (the "Merger Agreement") dated as of December 8, 1998, as amended on
December 16, 1998, to reflect an increase in the value of the shares of common
stock of Cadence to be received in connection with the merger by holders of
common stock of Quickturn to $15.00 per share of Quickturn common stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
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2.1 Amendment No. 2 dated as of January 4, 1999 to Agreement and
Plan of Merger, dated as of December 8, 1998, by and among the
Registrant, CDSI Acquisition, Inc. and Quickturn Design
Systems, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 6,1999 QUICKTURN DESIGN SYSTEMS, INC.
/s/ RAYMOND K. OSTBY
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Raymond K. Ostby
Vice President, Finance and
Administration, Chief Financial
Officer and Secretary
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INDEX TO EXHIBITS
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Exhibit
Number Description of Document
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2.1 Amendment No. 2 dated as of January 4, 1999 to Agreement
and Plan of Merger, dated as of December 8, 1998, by and
among the Registrant, CDSI Acquisition, Inc. and Quickturn
Design Systems, Inc.
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EXHIBIT 2.1
STOCK OPTION AREEMENT
THIS STOCK OPTION AGREEMENT is dated as of December 8, 1998, between
Cadence Design Systems, Inc., a Delaware corporation ("Grantee"), and Quickturn
Design Systems, Inc., a Delaware corporation ("Issuer").
RECITALS
A. Grantee, CDSI Acquisition, Inc. ("Acquisition") and Issuer are
simultaneously entering into an Agreement and Plan of Merger (the "Merger
Agreement") which provides, among other things, that, upon the terms and subject
to the conditions thereof, Acquisition will be merged with and into Issuer (the
"Merger").
B. As a condition to its willingness to enter into the Merger Agreement,
Grantee has required that Issuer agree, and Issuer has agreed, to enter into
this Stock Option Agreement, which provides, among other things, that Issuer
grant to Grantee an option to purchase shares of Issuer's Common Stock, $.001
par value per share ("Issuer Common Stock"), upon the terms and subject to the
conditions provided for herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained in this Stock Option Agreement and the Merger Agreement,
the parties agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions of this Stock
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Option Agreement, Issuer hereby grants to Grantee an irrevocable option (the
"Option") to purchase 3,619,100 shares of Issuer Common Stock (the "Option
Shares"), in the manner set forth below, at an exercise price of $14.00 per
share of Issuer Common Stock, subject to adjustment as provided below (the
"Option Price"). Capitalized terms used herein but not defined herein shall
have the meanings set forth in the Merger Agreement.
2. EXERCISE OF OPTION.
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(a) Subject to the satisfaction or waiver of the conditions set forth
in Section 9 of this Stock Option Agreement, prior to the termination of
this Stock Option Agreement in accordance with its terms, Grantee may
exercise the Option, in whole or in part, at any time or from time to time
on or after the occurrence of a Triggering Event. The Option shall
terminate and not be exercisable at any time following the Expiration Date
(as defined in Section 11). The term "Triggering Event" shall mean the
time immediately prior to the occurrence of any of the events (or series of
events) specified in Section 6.3(a) of the Merger Agreement giving rise to
the obligation of the Company to pay the fee specified in Section 6.3(a).
The Option will not be exercisable if Grantee willfully and materially
breached the Merger Agreement.
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(b) In the event Grantee wishes to exercise the Option at such time as
the Option is exercisable and has not terminated, Grantee shall deliver
written notice (the "Exercise Notice") to Issuer specifying its intention
to exercise the Option, the total number of Option Shares it wishes to
purchase and a date and time for the closing of such purchase (a "Closing")
not less than one (1) nor more than thirty (30) business days after the
later of (i) the date such Exercise Notice is given and (ii) the expiration
or termination of any applicable waiting period under the HSR Act. If
prior to the Expiration Date (as defined in Section 11 below) any person or
Group (other than Grantee and its affiliates) shall have acquired thirty
percent (30%) or more of the then outstanding shares of Issuer Common Stock
(a "Share Acquisition"), or Issuer shall have entered into a written
definitive agreement with any person or group (other than Grantee and its
affiliates) providing for a Company Acquisition, then Grantee, in lieu of
exercising the Option, shall have the right at any time thereafter (for so
long as the Option is exercisable under Section 2(a) hereof) to request in
writing that Issuer pay, and promptly (but in any event not more than five
(5) business days) after the giving by Grantee of such request, Issuer
shall pay to Grantee, in cancellation of the Option, an amount in cash (the
"Cancellation Amount") equal to (i) the lesser of
(x) the excess over the Option Price of the greater of (A) the
last sale price of a share of Issuer Common Stock as
reported on the Nasdaq National Market System on the last
trading day prior to the date of the Exercise Notice, and
(B) (1) the highest price per share of Issuer Common Stock
offered to be paid or paid by any such person or Group
pursuant to or in connection with such Share Acquisition or
Company Acquisition or (2) if such Company Acquisition
consists of a purchase and sale of assets, the aggregate
consideration offered to be paid or paid in any transaction
or proposed transaction in connection with a Company
Acquisition, divided by the number of shares of Issuer
Common Stock then outstanding, and
(y) $3.8890884474
multiplied by (ii) the number of Option Shares then covered by the Option.
If all or a portion of the price per share of Issuer Common Stock offered,
paid or payable or the aggregate consideration offered, paid or payable for
the stock or assets of Issuer, each as contemplated by the preceding
sentence, consists of noncash consideration, such price or aggregate
consideration shall be the cash consideration, if any, plus the fair market
value of the non-cash consideration as determined by the investment bankers
of Issuer and the investment bankers of Grantee.
(c) Notwithstanding anything to the contrary contained herein, the
economic benefit, if any, which Grantee may derive hereunder shall be
limited as follows: (1) in no event shall Grantee's Total Payment (as
defined below) exceed $14,075,000, and Grantee shall pay any excess over
such amount to Issuer, and (2) the Option may not be exercised
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for a number of Option Shares as would, as of the date of exercise, result
in a Notional Total Payment (as defined below), together with the actual
Total Payment immediately preceding such exercise, exceeding $14,075,000.
As used herein, (1) "Total Payment" shall mean the sum (before taxes) of
the following: (i) any Cancellation Amount received by Grantee pursuant to
Section 2(b) hereof, (ii)(x) the net cash amounts received by Grantee
pursuant to the sale of Option Shares (or any other securities into which
such Option Shares shall be converted or exchanged) pursuant to Section 12
or otherwise to any unaffiliated party, less (y) the aggregate Option Price
for such shares, (iii) any amounts received by Grantee upon transfer of the
Option (or any portion thereof) to any unaffiliated party, and (iv) the
amount actually received by Grantee pursuant to Section 6.3(a) of the
Merger Agreement; and (2) "Notional Total Payment" with respect to any
number of Option Shares as to which Grantee may propose to exercise the
Option shall be the Total Payment determined as of the date of such
proposed exercise assuming that the Option were exercised on such date for
such number of shares and assuming further that such shares, together with
all other Option Shares held by Grantee as of such date, were sold for cash
at the closing market price for the Issuer Common Stock as of the close of
business on the preceding trading day (less customary brokerage
commissions). For purposes of this Section 2, references to Grantee shall
be deemed to include references to any affiliate of Grantee.
3. PAYMENT OF OPTION PRICE AND DELIVERY OF CERTIFICATE. Any Closings
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under Section 2 of this Stock Option Agreement shall be held at the principal
executive offices of Issuer, or at such other place as Issuer and Grantee may
agree. At any Closing hereunder, (a) Grantee or its designee will make payment
to Issuer of the aggregate price for the Option Shares being so purchased by
delivery of a certified check, official bank check or wire transfer of funds
pursuant to Issuer's instructions payable to Issuer in an amount equal to the
product obtained by multiplying the Option Price by the number of Option Shares
to be purchased, and (b) upon receipt of such payment Issuer will deliver to
Grantee or its designee a certificate or certificates representing the number of
validly issued, fully paid and non-assessable Option Shares so purchased, in the
denominations and registered in such names designated to Issuer in writing by
Grantee.
4. REGISTRATION AND LISTING OF OPTION SHARES.
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(a) Issuer will, if requested by Grantee at any time or from time to
time within two (2) years following a Triggering Event (the "Registration
Period"), in order to permit the sale or other disposition of the Option
Shares that have been acquired by or are issuable to Grantee upon exercise
of the Option ("Registrable Securities"), register under the Securities Act
of 1933, as amended (the "Act"), the offering, sale and delivery, or other
disposition, of the Registrable Securities. In connection with any such
sale or other disposition, Grantee shall use all reasonable efforts to
prevent any person or group from purchasing through such offering shares of
Issuer Common Stock representing more than five percent (5%) of the
outstanding Common Stock of Issuer on a fully diluted basis at the time of
such request. Any such Registration Notice must relate to a number of
Registrable Securities equal to at least twenty percent (20%) of the Option
Shares, unless
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the remaining number of Registrable Securities is less than such amount, in
which case Grantee shall be entitled to exercise its rights hereunder but
only for all of the remaining Registrable Securities (a "Permitted
Offering"). Grantee's rights hereunder shall terminate at such time as
Grantee shall be entitled to sell all of the remaining Registrable
Securities pursuant to Rule 144(k) under the Act. Issuer will use all
reasonable efforts to qualify any Registrable Securities Grantee desires to
sell or otherwise dispose of under applicable state securities or "blue
sky" laws; provided, however, that Issuer shall not be required to qualify
to do business, or consent to general service of process, in any
jurisdiction by reason of this provision. Without Grantee's prior written
consent, no other securities may be included in any such registration.
Issuer will use all reasonable efforts to cause each such registration
statement to become effective, to obtain all consents or waivers of other
parties that are required therefor and to keep such registration statement
effective for a period of ninety (90) days from the day such registration
statement first becomes effective. The obligations of Issuer hereunder to
file a registration statement and to maintain its effectiveness may be
suspended for one or more periods not exceeding ninety (90) days in the
aggregate if the Board of Directors of Issuer shall have determined in good
faith that the filing of such registration statement or the maintenance of
its effectiveness would require disclosure of nonpublic information that
would materially and adversely affect Issuer, or Issuer is required under
the Act to include audited financial statements for any period in such
registration statement and such financial statements are not yet available
for inclusion in such registration statement. Grantee shall be entitled to
make up to two (2) requests under this Section 4(a). For purposes of
determining whether the two (2) requests have been made under this Section
4(a), only requests relating to a registration statement that has become
effective under the Act will be counted.
(b) If, during the Registration Period, Issuer shall propose to
register under the Act the offering, sale and delivery of Issuer's Common
Stock for cash for its own account or for any other stockholder of Issuer
pursuant to a firm underwriting, it will, in addition to Issuer's other
obligations under this Section 4, allow Grantee the right to participate in
such registration provided that Grantee participates in such underwriting;
provided, however, that, if the managing underwriter of such offering
advises Issuer in writing that in its opinion the number of shares of
Issuer's Common Stock requested to be included in such registration exceeds
the number that it would be in the best interests of Issuer to sell in such
offering, Issuer will, after fully including therein all shares of Issuer
Common Stock to be sold by Issuer, include the shares of Issuer Common
Stock requested to be included therein by Grantee pro rata (based on the
number of shares of Issuer Common Stock requested to be included therein)
with the shares of Issuer Common Stock requested to be included therein by
persons other than Issuer and persons to whom Issuer owes a contractual
obligation (other than any director, officer or employee of Issuer to the
extent any such person is not currently owed such contractual obligation).
(c) The expenses associated with the preparation and filing of any
registration statement pursuant to this Section 4 and any sale covered
thereby (including any fees related to blue sky qualifications and filing
fees in respect of SEC or the National Association of Securities Dealers,
Inc.) ("Registration Expenses") will be paid by Issuer,
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except for underwriting discounts or commissions or brokers' fees in
respect of shares of Issuer's Common Stock to be sold by Grantee and the
fees and disbursements of Grantee's counsel; provided, however, that Issuer
will not be required to pay for any Registration Expenses with respect to
such registration if the registration request is subsequently withdrawn at
the request of Grantee unless Grantee agrees to forfeit its right to
request one registration; provided further, however, that, if at the time
of such withdrawal Grantee has learned of a material adverse change in the
results of operations, condition, business or prospects of Issuer not known
to Grantee at the time of the request and has withdrawn the request within
a reasonable period of time following disclosure by Issuer to Grantee of
such material adverse change, then Grantee shall not be required to pay any
of such expenses and will retain all remaining rights to request
registration. Grantee will provide all information reasonably requested by
Issuer for inclusion in any registration statement to filed hereunder.
(d) The registration rights granted under this Section 4 are subject
to and are limited by any registration rights previously granted by Issuer,
and Grantee acknowledges that the registration rights granted under this
Section 4 shall be subject to any such limitations.
(e) In connection with each registration under this Section 4, Issuer
shall indemnify and hold each holder of Option or Option Shares
participating in such offering (a "Holder"), its underwriters and each of
their respective affiliates harmless against any and all losses, claims,
damage, liabilities and expenses (including, without limitation,
investigation expenses and fees and disbursements of counsel and
accountants), joint or several, to which such Holder, its underwriters and
each of their respective affiliates may become subject, under the Act or
otherwise, insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any
registration statement (including any prospectus therein), or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, other
than such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) which arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in written
information furnished by a Holder to Issuer expressly for use in such
registration statement.
(f) In connection with any registration statement pursuant to this
Section 4, each Holder agrees to furnish Issuer with such information
concerning itself and the proposed sale or distribution as shall reasonably
be required in order to ensure compliance with the requirements of the Act
and shall provide representations and warranties customary for selling
shareholders who are unaffiliated with the issuer. In addition, Grantee
and each Holder shall indemnify and hold Issuer, its underwriters and each
of their respective affiliates harmless against any and all losses, claims,
damages, liabilities and expenses (including, without limitation,
investigation expenses and fees and disbursement of counsel and
accountants), joint or several, to which Issuer, its
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underwriters and each of their respective affiliates may become subject
under the Act or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material
fact contained in written information furnished by any Holder to Issuer
expressly for use in such registration statement; provided, however, that
in no event shall any indemnification amount contributed by a Holder
hereunder exceed the proceeds of the offering received by such Holder.
(g) Upon the issuance of Option Shares hereunder, Issuer will promptly
list such Option Shares with the Nasdaq National Market System or on such
national or other exchange on which the shares of Issuer Common Stock are
at the time listed.
5. REPRESENTATIONS AND WARRANTIES OF ISSUER. Issuer hereby represents and
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warrants to Grantee as follows:
(a) Issuer is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has requisite
power and authority to enter into and perform its obligations under this
Stock Option Agreement.
(b) The execution and delivery of this Stock Option Agreement and the
consummation of the transactions contemplated hereby have been duly and
validly authorized by the Board of Directors of Issuer and no other
corporate proceedings on the part of Issuer are necessary to authorized
this Stock Option Agreement or to consummate the transactions contemplated
hereby. The Board of Directors of Issuer has duly approved the issuance
and sale of the Option Shares, upon the terms and subject to the conditions
contained in this Stock Option Agreement, and the consummation of the
transactions contemplated hereby. This Stock Option Agreement has been
duly and validly executed and delivered by Issuer and, assuming this Stock
Option Agreement has been duly and validly authorized, executed and
delivered by Grantee, constitutes a valid and binding obligation of Issuer
enforceable against Issuer in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting or relating to creditors' rights generally; the availability of
injunctive relief and other equitable remedies; and limitations imposed by
law on indemnification for liability under federal securities laws.
(c) Issuer has taken all necessary action to authorize and reserve for
issuance and to permit it to issue, and at all times from the date of this
Stock Option Agreement through the date of expiration of the Option will
have reserved for issuance upon exercise of the Option, a sufficient number
of authorized shares of Issuer Common Stock for issuance upon exercise of
the Option, each of which, upon issuance pursuant to this Stock Option
Agreement and when paid for as provided herein, will be validly issued,
fully paid and nonassessable, and shall be delivered free and clear of all
claims, liens, charges, encumbrances and security interests (other than
those imposed by Grantee, its affiliate or by applicable law).
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(d) The execution, delivery and performance of this Stock Option
Agreement by Issuer and the consummation by it of the transactions
contemplated hereby except as required by the HSR Act and any material
foreign competition authorities (if applicable), and, with respect to
Section 4 hereof, compliance with the provisions of the Act and any
applicable state securities laws, do not require the consent, waiver,
approval, license or authorization of or result in the acceleration of any
obligation under, or constitute a default under, any term, condition or
provision of any charter or bylaw, or any indenture, mortgage, lien, lease,
agreement, contract, instrument, order, judgment, ordinance, regulation or
decree or any restriction to which Issuer or any property of Issuer or its
subsidiaries is bound, except where failure to obtain such consents,
waivers, approvals, licenses or authorizations or where such acceleration
or defaults could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on Issuer.
6. REPRESENTATIONS AND WARRANTIES OF GRANTEE. Grantee hereby represents
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and warrants to Issuer that:
(a) Grantee is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, and has requisite
power and authority to enter into and perform its obligations under this
Stock Option Agreement.
(b) The execution and delivery of this Stock Option Agreement and the
consummation of the transactions contemplated hereby have been duly and
validly authorized by the Board of Directors of Grantee and no other
corporate proceedings on the part of Grantee are necessary to authorize
this Stock Option Agreement or to consummate the transactions contemplated
hereby. This Stock Option Agreement has been duly and validly executed and
delivered by Grantee and, assuming this Stock Option Agreement has been
duly executed and delivered by Issuer, constitutes a valid and binding
obligation of Grantee enforceable against Grantee in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting or relating to creditors' rights generally;
the availability of injunctive relief and other equitable remedies; and
limitations imposed by law on indemnification for liability under federal
securities laws.
(c) Grantee is acquiring the Option and it will acquire the Option
Shares issuable upon the exercise thereof for its own account and not with
a view to the distribution or resale thereof in any manner not in
accordance with applicable law.
7. COVENANTS OF GRANTEE. Grantee agrees not to transfer or otherwise
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dispose of the Option or the Option Shares, or any interest therein, except that
Grantee may transfer or dispose of the Option Shares so long as such transaction
is in compliance with the Act and any applicable state securities law. Grantee
further agrees to the placement of the following legend on the certificates)
representing the Option Shares (in addition to any legend required under
applicable state securities laws) and any legend referring to the provisions of
Section 12 hereof:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
EITHER THE SECURITIES ACT OF 1933, AS
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AMENDED (THE "ACT"), OR ANY APPLICABLE STATE LAW GOVERNING THE OFFER AND
SALE OF SECURITIES. NO TRANSFER OR OTHER DISPOSITION OF THESE SHARES, OR OF
ANY INTEREST THEREIN, MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND SUCH OTHER STATE LAWS OR PURSUANT
TO EXEMPTIONS FROM REGISTRATION UNDER THE ACT, SUCH OTHER STATE LAWS, AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER."
8. HSR COMPLIANCE EFFORTS. Grantee and Issuer shall take, or cause to be
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taken, all reasonable action to consummate and make effective the transactions
contemplated by this Stock Option Agreement, including, without limitation,
reasonable efforts to obtain any necessary consents of third parties and
governmental agencies and the filing by Grantee and Issuer promptly after the
date hereof of any required HSR Act notification forms and the documents
required to comply with the HSR Act.
9. CERTAIN CONDITIONS. The obligation of Issuer to issue Option Shares
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under this Stock Option Agreement upon exercise of the Option shall be subject
to the satisfaction or waiver of the following conditions:
(a) any waiting periods applicable to the acquisition of the Option
Shares by Grantee pursuant to this Stock Option Agreement under the HSR Act
and any material foreign competition laws shall have expired or been
terminated;
(b) the representations and warranties of Grantee made in Section 6 of
this Stock Option Agreement shall be true and correct in all material
respects as of the date of the Closing for the issuance of such Option
Shares; and
(c) no statute, rule or regulation shall be in effect, and no order,
decree or injunction entered by any court of competent jurisdiction or
governmental, regulatory or administrative agency or commission in the
United States shall be in effect which prohibits the exercise of the Option
or acquisition or issuance of Option Shares pursuant to this Stock Option
Agreement.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any
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change in the number of issued and outstanding shares of Issuer Common Stock by
reason of any stock dividend, stock split, recapitalization, merger, rights
offering, share exchange or other change in the corporate or capital structure
of Issuer, Grantee shall receive, upon exercise of the Option, the stock or
other securities, cash or property to which Grantee would have been entitled if
Grantee had exercised the Option and had been a holder of record of shares of
Issuer Common Stock on the record date fixed for determination of holders of
shares of Issuer Common Stock entitled to receive such stock or other
securities, cash or property at the same aggregate price as the aggregate Option
Price of the Option Shares.
11. EXPIRATION. The Option shall expire at the earlier of (y) the
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Effective Time (as defined in the Merger Agreement) and (z)
5:00 p.m., California time, on the day that is the
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twelve (12) month anniversary of the date on which the Merger
Agreement has been terminated in accordance with the terms thereof
(such expiration date is referred to as the "Expiration Date").
12. ISSUER CALL. If Grantee has acquired Option Shares pursuant to
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exercise of the Option (the date of any closing relating to any such
exercise herein referred to as an "Exercise Date"), then, at any time
after the date thirteen (13) months following such Exercise Date and
prior to the date twenty-five (25) months following such Exercise
Date (the "Purchase Period"), Issuer may require Grantee, upon
delivery to Grantee of written notice, to sell to Issuer any Option
Shares held by Grantee as of the date that is ten (10) business days
after the date of such notice, up to a number of shares equal to the
number of Option Shares acquired by Grantee pursuant to exercise of
the Option in connection with such Exercise Date. The per share
purchase price for such sale (the "Issuer Call Price") shall be equal
to the higher of (i) the Option Price, less any dividends paid on the
Option Shares to be purchased by the Issuer pursuant to this Section
12, plus an amount equal to a return at the rate of fifteen percent
(15%) of the Option Price per year from the Exercise Date and (b) an
amount equal to the average of the high and low trading prices per
share of Issuer Common Stock for the thirty (30) trading day period
ending one day prior to the delivery of Issuer's notice exercising
its call rights pursuant to this Section 12. The closing of any sale
of Option Shares pursuant to this Section 12 shall take place at the
principal offices of Issuer at a time and on a date designated by
Issuer in the aforementioned notice to Grantee, which date shall be
no more than thirty (30) and no less than twelve (12) business days
from the date of such notice. The Issuer Call Price shall be paid in
immediately available funds.
13. GENERAL PROVISIONS.
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(a) Survival. All of the representations, warranties and covenants
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contained herein shall survive a Closing and shall be deemed to have been
made as of the date hereof and as of the date of each Closing, except for
the representations and warranties in Section 5(d) hereof which shall be
deemed to have been made only as of the date hereof.
(b) Further Assurances. If Grantee exercises the Option, or any
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portion thereof, in accordance with the terms of this Stock Option
Agreement, Issuer and Grantee will execute and deliver all such further
documents and instruments and use all reasonable efforts to take all such
further action as may be necessary in order to consummate the transactions
contemplated thereby.
(c) Severability. It is the desire and intent of the parties that the
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provisions of this Stock Option Agreement be enforced to the fullest extent
permissible under the law and public policies applied in each jurisdiction
in which enforcement is sought. Accordingly, in the event that any
provision of this Stock Option Agreement would be held in any jurisdiction
to be invalid, prohibited or unenforceable for any reason, such provision,
as to such jurisdiction, shall be ineffective, without invalidating the
remaining provisions of this Stock Option Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision
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could be more narrowly drawn so as not be invalid, prohibited or
unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Stock Option Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.
(d) Assignment; Transfer of Stock Option. This Stock Option Agreement
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shall be binding on and inure to the benefit of the parties hereto and
their respective successors and permitted assigns; provided, however, that
Issuer and Grantee, without the prior written consent of the other party,
shall not be entitled to assign or otherwise transfer any of its rights or
obligations hereunder and any such attempted assignment or transfer shall
be void; provided, further, that Grantee shall be entitled to assign or
transfer this Stock Option Agreement or any rights hereunder to any wholly-
owned subsidiary of Grantee so long as such wholly-owned subsidiary agrees
in writing to be bound by the terms and provisions hereof.
(e) Specific Performance. The parties agree and acknowledge that in
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the event of a breach of any provision of this Stock Option Agreement, the
aggrieved party would be without an adequate remedy at law. The parties
therefore agree that in the event of a breach of any provision of this
Stock Option Agreement, the aggrieved party may elect to institute and
prosecute proceedings in any court of competent jurisdiction to enforce
specific performance or to enjoin the continuing breach of such provisions,
as well as to obtain damages for breach of this Stock Option Agreement. By
seeking or obtaining any such relief, the aggrieved party will not be
precluded from seeking or obtaining any other relief to which it may be
entitled.
(f) Amendments. This Stock Option Agreement may not be modified,
----------
amended, altered or supplemented except upon the execution and delivery of
a written agreement executed by Grantee and Issuer.
(g) Notices. All notices, requests, claims, demands and other
-------
communications hereunder shall be in writing and shall be deemed to be
sufficient if contained in a written instrument and shall be deemed given
if delivered personally, telecopied, sent by nationally-recognized,
overnight courier or mailed by registered or certified mail (return receipt
requested), postage prepaid, to the other party at the following addresses
(or such other address for a party as shall be specified by like notice):
If to Grantee:
Cadence Design Systems, Inc.
2655 Seely Road
San Jose, California 95134
Telecopier: (408) 944-6855
Attention: General Counsel
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with a copy to:
Gibson, Dunn & Crutcher LLP
One Montgomery Street
Telesis Tower
San Francisco, California
94104
Telecopier: (415) 986-5309
Attention: Kenneth R. Lamb
If to Issuer:
Quickturn Design Systems, Inc.
55 West Trimble Road
San Jose, California 95131
Telecopier: (408) 914-6001
Attention: President
with a copy to:
Wilson, Sonsini, Rosati & Goodrich LLP
650 Page Mill Road
Palo Alto, CA 94304
Telecopier: (650) 493-6811
Attention: Larry Sonsini
(h) Headings. The headings contained in this Stock Option Agreement
--------
are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Stock Option Agreement.
(i) Counterparts. This Stock Option Agreement may be executed in one
------------
or more counterparts, each of which shall be an original, but all of which
together shall constitute one and the same agreement.
(j) Governing Law. This Stock Option Agreement shall be governed by
-------------
and construed in accordance with the laws of the State of Delaware without
regard to the principles of conflicts of law thereof.
(k) Jurisdiction and Venue. Each of Issuer and Grantee hereby agrees
----------------------
that any proceeding relating to this Stock Option Agreement shall be
brought solely in a court in the State of Delaware. Each of Issuer and
Grantee hereby consents to personal jurisdiction in any such action brought
in any such Delaware court, consents to service of
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process by registered mail made upon such party and such party's agent and
waives any objection to venue in any such Delaware court or to any claim
that any such Delaware court is an inconvenient forum .
(l) Entire Agreement. This Stock Option Agreement and the Merger
----------------
Agreement, and any documents and instruments referred to herein and
therein, constitute the entire agreement between the parties hereto and
thereto with respect to the subject matter hereof and thereof and supersede
all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof and thereof.
Nothing in this Stock Option Agreement shall be construed to give any
person other than the parties to this Stock Option Agreement or their
respective successors or permitted assigns any legal or equitable right,
remedy or claim under or in respect of this Stock Option Agreement or any
provision contained herein.
(m) Expenses. Except as otherwise provided in this Stock Option
--------
Agreement, each party shall pay its own expenses incurred in connection
with this Stock Option Agreement and the transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties have caused this Stock Option Agreement to
be signed by their respective officers thereunto duly authorized as of the date
first written above.
CADENCE DESIGN SYSTEMS, INC.
By: /s/ H. Raymond Bingham
-------------------------------------
Name: H. Raymond Bingham
Title: Executive Vice President and
Chief Financial Officer
QUICKTURN DESIGN SYSTEMS, INC.
By: /s/ Keith R. Lobo
----------------------------------------------
Name: Keith R. Lobo
Title: President and Chief Executive Officer
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