-----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, kLSXI3O4kMNO/7tByXDBD2u2+qDQZ3bl1oYjsZ1AVvm1Q32toeTNecDDfiKUUz1F N3yPREpuXj7PYf8GlnwcoA== 0000950109-95-000525.txt : 19950608 0000950109-95-000525.hdr.sgml : 19950608 ACCESSION NUMBER: 0000950109-95-000525 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950302 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PYRAMID TECHNOLOGY CORP CENTRAL INDEX KEY: 0000714865 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942781589 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37353 FILM NUMBER: 95518143 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PYRAMID TECHNOLOGY CORP CENTRAL INDEX KEY: 0000714865 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942781589 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D9/A 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 SC 14D9/A 1 AMENDMENT NO. 3 TO SCHEDULE 14D-9 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 14D-9 (AMENDMENT NO. 3) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- PYRAMID TECHNOLOGY CORPORATION (NAME OF SUBJECT COMPANY) PYRAMID TECHNOLOGY CORPORATION (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, $.01 PAR VALUE (TITLE OF CLASS OF SECURITIES) 747236107 (CUSIP NUMBER OF CLASS OF SECURITIES) RICHARD H. LUSSIER CHIEF EXECUTIVE OFFICER PYRAMID TECHNOLOGY CORPORATION 3860 N. FIRST STREET SAN JOSE, CALIFORNIA 95134 (408) 428-9000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) ---------------- COPY TO: LARRY W. SONSINI, ESQ. DOUGLAS H. COLLOM, ESQ. AARON J. ALTER, ESQ. WILSON, SONSINI, GOODRICH & ROSATI 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304-1050 (415) 493-9300 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 3 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") of Pyramid Technology Corporation, a Delaware corporation (the "Company"), filed with the Securities and Exchange Commission on January 27, 1995, as amended by Amendment No. 1 to Schedule 14D-9 as filed with the Securities and Exchange Commission on February 16, 1995 and Amendment No. 2 to Schedule 14D-9 as filed with the Securities and Exchange Commission on February 24, 1995, relating to the offer (the "Offer") to purchase all of the outstanding shares of the Company's Common Stock, par value $.01 per share (the "Shares"), by Siemens Nixdorf Mid-Range Acquisition Corp. ("Purchaser"), a Delaware corporation and an indirect wholly owned subsidiary of Siemens Nixdorf Informationssysteme AG ("SNI AG"), a corporation organized under the laws of the Federal Republic of Germany and a direct wholly owned subsidiary of Siemens AG, a corporation organized under the laws of the Federal Republic of Germany ("Siemens AG"), in each case at $16.00 per Share, net to the seller in cash, without interest. All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED Item 8 is hereby amended and supplemented as follows: The Offer expired as scheduled at 12:00 midnight, New York City time, on Wednesday, March 1, 1995. Based on a preliminary count, 12,970,000 Shares, representing approximately 79.6% of the outstanding Shares, were tendered pursuant to the Offer, either by physical delivery or pursuant to notices of guaranteed delivery, and were accepted for payment at $16.00 net per Share in cash. In addition to the Shares acquired pursuant to the Offer, SNI AG owns 2,717,743 Shares, representing approximately 16.7% of the outstanding Shares. As a result, Purchaser and its affiliates own approximately 96.3% of the outstanding Shares, which is a sufficient number of Shares to enable Purchaser to effect the Merger without a vote or meeting of the Company's stockholders. After the Merger SNI AG will indirectly own 100% of the Company. Shares which were not tendered into the Offer will be converted automatically into the right to receive $16.00 net per Share in cash. Purchaser intends to effect the Merger as soon as possible. A press release issued by SNI AG on March 2, 1995 announcing the expiration of the Offer and the acceptance of validly tendered Shares is attached hereto as Exhibit 99.7 and incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended and supplemented as follows: Exhibit 99.7 Form of Press Release issued by SNI AG on March 2, 1995. 2 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. Dated: March 2, 1995 PYRAMID TECHNOLOGY CORPORATION /s/ JOHN S. CHEN BY: _________________________________ JOHN S. CHEN PRESIDENT AND CHIEF OPERATING OFFICER 3 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE ------- ----------- ------------ Form of Press Release issued by SNI AG on 99.7 March 2, 1995...........
EX-99.7 2 FORM OF PRESS RELEASE - SNI AG EXHIBIT 99.7 PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT - --------------------- Contact: Mr. Jochen Doering Siemens Nixdorf 001 49 89 636-42700 Ms. Stacy Welsh Pyramid (408) 428-8298 For Immediate Release SIEMENS NIXDORF INFORMATIONSSYSTEME AG COMPLETES TENDER OFFER FOR PYRAMID TECHNOLOGY CORPORATION NEW YORK, March 2, 1995 -- Siemens Nixdorf Informationssysteme AG ("SNI") announced today that it had completed its tender offer for Pyramid Technology Corporation ("Pyramid") (NASD: PYRD). The tender offer was made by Siemens Nixdorf Mid-Range Acquisition Corp. ("Siemens Mid-Range"), an indirect wholly-owned subsidiary of SNI AG. The tender offer expired as scheduled at 12:00 midnight, New York City time, on Wednesday, March 1, 1995. Based on a preliminary count, 12,970,000 shares, representing approximately 79.6% of the outstanding shares of common stock of Pyramid, were tendered pursuant to the tender offer, either by physical delivery or pursuant to notices of guaranteed delivery, and were accepted for payment at $16.00 net per share in cash. In addition to the Pyramid shares acquired in the tender offer, SNI owns 2,717,743 Pyramid shares, representing approximately 16.7% of the outstanding shares of common stock of Pyramid. As a result, Siemens Mid-Range and its affiliates own approximately 96.3% of the outstanding shares of common stock of Pyramid, which is a sufficient number of shares to enable Siemens Mid-Range to merge into Pyramid without a vote or meeting of Pyramid's stockholders. After the merger, SNI will indirectly own 100% of Pyramid. Shares of Pyramid which were not tendered into the offer will be converted automatically into the right to receive $16.00 net per share in cash. Siemens Mid-Range intends to effect the merger as soon as possible. -----END PRIVACY-ENHANCED MESSAGE-----