-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, hM1nJJmC1dUUKzDdGM4gbWddBhEOcNUqNkUkqaAV5RAzy9kTnBPZu9T7gO2idICM pJr2ycKNjOpb8CctoTWK7w== 0000714865-94-000007.txt : 19940318 0000714865-94-000007.hdr.sgml : 19940318 ACCESSION NUMBER: 0000714865-94-000007 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940317 19940405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PYRAMID TECHNOLOGY CORP CENTRAL INDEX KEY: 0000714865 STANDARD INDUSTRIAL CLASSIFICATION: 3571 IRS NUMBER: 942781589 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52709 FILM NUMBER: 94516452 BUSINESS ADDRESS: STREET 1: 3860 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084288000 MAIL ADDRESS: STREET 1: 3860 N FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 S-8 1 S-8 FILING As filed with the Securities and Exchange Commission on March 17, 1994 Registration No. 33-____________ ___________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _______________ PYRAMID TECHNOLOGY CORPORATION (Exact name of issuer as specified in its charter) Delaware 94-2781589 (State of Incorporation) (I.R.S. Employer Identification No.) 3860 N. First Street San Jose, California 95134 (Address of principal executive offices) _______________ AMENDED 1982 INCENTIVE STOCK OPTION PLAN AMENDED AND RESTATED DIRECTORS' OPTION PLAN (Full title of the Plans) _______________ ALLAN D. SMIRNI Vice President, General Counsel Pyramid Technology Corporation 3860 N. First Street San Jose, California 95134 (408) 428-8486 (Name, address and telephone number of agent for service) _______________ __________________________________________________________________________ __________________________________________________________________________ CALCULATION OF REGISTRATION FEE __________________________________________________________________________
Proposed Proposed Title of Maximum Maximum Amount Securities Amount Offering Aggregate of to be to be Price per Offering Registration Registered Registered Share* Price* fee __________________________________________________________________________ Common Stock, $.01 par value to be issued under Amended 1982 Incentive Stock Option Plan.......... 650,000 $14.00 $9,100,000 $3,137.93 Common Stock, $.01 par value, to be issued under Amended and Restated Directors' Option Plan.... 60,000 $14.00 $ 840,000 $ 289.66 TOTAL........ $9,940,000 $3,427.59
__________________________________________________________________________ * Estimated in accordance with Rule 457 (h) solely for the purpose of calculating the registration fee on the basis of $14.00 per share, the closing price of the Registrant's Common Stock as reported on the NASDAQ National Market System on March 14, 1994. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Information Incorporated by Reference There are hereby incorporated by reference in this Registration Statement the following documents and information heretofore filed with the Securities and Exchange Commission: (a) Pursuant to Rule 429 under the Securities Act of 1933, as amended, this Registration Statement also relates to the Registrant's previous Registration Statements on Form S-8 Nos. 33-3806, 33-7820, 33-13673, 33-19169, 33-17001, 33-27983, 33-40276, 33-50184, and 33-59102 in addition to this Registration Statement. (b) The Company's Annual Report on Form 10-K for the year ended September 30, 1993, filed pursuant to Section 13 or Section 15 (d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). (c) The Company's definitive proxy statement dated December 3, 1993 filed pursuant to Section 14 of the 1934 Act. (d) The Company's quarterly report on Form 10-Q for the quarter ended December 31, 1993, filed pursuant to Section 13 or Section 15 (d) of the 1934 Act. (e) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A, filed June 2, 1986, pursuant to Section 12 of the 1934 Act. (f) The description of the Company's Common Stock Rights contained in the Company's Registration Statement on Form 8-A, filed December 14, 1988, and Amendment No. 1 thereto as filed July 15, 1991, pursuant to Section 12 of the 1934 Act. All documents filed by the Company pursuant to Section 13 (a), 13 (c), 14 and 15 (d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents. Item 5. Interests of Named Experts and Counsel. Allan D. Smirni, Vice President and General Counsel, who is rendering the opinion called for herein, owns 594 shares of the Company's common stock, and holds options to purchase 43,105 shares of the Company's common stock. Item 8. Exhibits. Exhibit Number 4.1* Common Stock Rights Plan, as amended and restated. 5.1 Opinion of counsel as to legality of securities being registered. 24.1 Consent of Independent Auditors. 24.3 Consent of Counsel (contained in Exhibit 5.1). 25.1 Power of Attorney (see page II-3). ________________ * Incorporated by reference to Amendment No. 1 to Form 8-A filed July 15, 1991. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Pyramid Technology Corporation, a Delaware corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 17th day of March, 1994. PYRAMID TECHNOLOGY CORPORATION By: /s/ Allan D. Smirni Allan D. Smirni, Vice President, General Counsel POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard H. Lussier and Allan D. Smirni, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Richard H. Lussier Director, Chairman March 17, 1994 Richard H. Lussier and Chief Executive Officer (Principal Executive Officer) /s/ John S. Chen Director, President and March 17, 1994 John S. Chen Chief Operating Officer /s/ Kent L. Robertson Senior Vice President and March 17, 1994 Kent L. Robertson Chief Financial Officer /s/ Donald E. Guinn Director March 17, 1994 Donald E. Guinn /s/ Clarence W. Spangle Director March 17, 1994 Clarence W. Spangle /s/ George D. Wells Director March 17, 1994 George D. Wells
CONSENT OF AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1982 Incentive Stock Option Plan and Directors Option Plan of Pyramid Technology Corporation and to the incorporation by reference therein of our reports dated October 29, 1993, with respect to the consolidated financial statements of Pyramid Technology Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended September 30, 1993 and the related financial schedules included therein, filed with the Securities and Exchange Commission. ERNST & YOUNG Palo Alto, California March 16, 1994 EXHIBIT INDEX
Sequentially Exhibit Numbered Number Page 4.1 Common Stock Rights Plan, as amended and restated * 5.1 Opinion of counsel as to legality of 11 securities being registered. 24.1 Consent of Independent Auditors. 9 24.3 Consent of Counsel (contained in Exhibit 5.1). 11 25.1 Power of Attorney (see page II-3). 5
___________ * Incorporated by reference to Amendment No. 1 to Form 8-A filed July 15, 1991. OPINION AND CONSENT OF COUNSEL I have examined the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission on or about March 17, 1994, (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 650,000 shares of Pyramid Technology Corporation Common Stock under the Amended 1982 Incentive Stock Option Plan and 60,000 shares of Pyramid Technology Corporation Common Stock under the Amended and Restated Directors' Option Plan. Such shares of Common Stock are referred to herein as the "Shares", and such plan is referred to herein as the "Plan." As counsel for Pyramid Technology Corporation, I have examined the proceedings taken and am familiar with the proceedings proposed to be taken in connection with the issuance and sale of the shares pursuant to the Plan. It is my opinion that, when issued and sold in the manner described in the Plan and pursuant to the agreements which accompany each grant under the Plan, the Shares will be legally and validly issued, fully-paid and non-assessable. I consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of my name wherever appearing in the Registration Statement and any amendments thereto. Dated: March 17, 1994 /s/ Allan D. Smirni Allan D. Smirni, Esquire Vice President, General Counsel Pyramid Technology Corporation -----END PRIVACY-ENHANCED MESSAGE-----