-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G0wcl5cb/gYTU9GEdcpS2aaWsZf2vzGXaC+Wh8gi9rkvTUvh0VebV2XVXn2dDnuP SnasG7F5rH89izloKTRRIQ== 0000914760-97-000145.txt : 19970814 0000914760-97-000145.hdr.sgml : 19970814 ACCESSION NUMBER: 0000914760-97-000145 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970813 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DH TECHNOLOGY INC CENTRAL INDEX KEY: 0000728376 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 942917470 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36652 FILM NUMBER: 97659201 BUSINESS ADDRESS: STREET 1: 15070 AVENUE OF SCIENCE CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 6194513485 MAIL ADDRESS: STREET 1: 15070 AVENUE OF SCIENCE CITY: SAN DIEGO STATE: CA ZIP: 92128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AX ACQUISITION CORP CENTRAL INDEX KEY: 0001041313 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 950 DANBY ROAD CITY: ITHACA STATE: NY ZIP: 14850 BUSINESS PHONE: 6072742556 MAIL ADDRESS: STREET 1: 950 DANBY RD CITY: ITHACA STATE: NY ZIP: 14850 SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 DH TECHNOLOGY, INC. (Name of Subject Company) AX ACQUISITION CORPORATION AND AXIOHM S.A. (Bidder) COMMON STOCK, WITHOUT PAR VALUE (Title of Class of Securities) 23290610 (CUSIP Number of Class of Securities) MR. PATRICK DUPUY BP 675-1 A 9, RUE D'ARCUEIL 92542 MONTROUGE CEDEX, FRANCE 011-33-1-47-46-78-02 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) COPY TO: HELEN R. FRIEDLI, P.C. McDERMOTT, WILL & EMERY 227 WEST MONROE STREET CHICAGO, IL 60606-5096 This Amendment No. 3 amends the Tender Offer Statement on Schedule 14D-1 relating to the offer by AX Acquisition Corporation, a California corporation ("Purchaser") and an indirect wholly owned subsidiary of Axiohm S.A., a French corporation ("Parent"), to purchase not less than 6,500,000 (representing 81.3% of the outstanding Common Stock of DH Technology, Inc. as of July 11, 1997) and not more than 7,000,000 (representing 87.6% of the outstanding Common Stock of DH Technology, Inc. as of July 11, 1997) shares of Common Stock, without par value (the "Shares"), of DH Technology, Inc., a California corporation (the "Target"), at a price of $25 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated July 16, 1997 (the "Offer to Purchase") and in the related Letter of Transmittal. ITEM 10. ADDITIONAL INFORMATION. (a) On August 13, 1997, Parent and Target issued a press release announcing that, based on a preliminary count, a total of approximately 7,456,477 Shares were tendered (including tenders by notice of guaranteed delivery) by the expiration of Purchaser's tender offer at midnight on August 12, 1997 and that Purchaser expects to purchase 7,000,000 Shares at the tender offer price of $25 per Share, on a pro rata basis. A copy of the press release is attached hereto as Exhibit (a)(11) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(11) Press Release issued by Parent and Target on August 13, 1997. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 13, 1997 AX ACQUISITION CORPORATION By: /s/ Patrick Dupuy Patrick Dupuy, President AXIOHM S.A. By: /s/ Patrick Dupuy Patrick Dupuy, President EXHIBIT INDEX EXHIBIT PAGE IN SEQUENTIAL NO. NUMBERING SYSTEM (a)(11) Press Release issued by Parent and Target on August 13, 1997 EX-99 2 Exhibit 99.(A)(11) FOR: DH Technology APPROVED BY: Walter S. Sobon Chief Financial Officer (619) 451-3485 CONTACTS: Morgen-Walke Associates Chris Danne, Doug Sherk (415) 296-7383 For Immediate Release AXIOHM TENDER OFFER FOR DH TECHNOLOGY SUCCESSFUL SAN DIEGO, CA/August 13, 1997 -- DH Technology, Inc. (Nasdaq: DHTK) and Axiohm S.A. announced today that, based on a preliminary count, a total of approximately 7,456,477 shares of DH Technology common stock were tendered (including tenders by notice of guaranteed delivery) by the expiration of Axiohm's tender offer at midnight on August 12, 1997. Axiohm expects to purchase 7,000,000 shares at the tender offer price of $25 per share, on a pro rata basis. Based on the preliminary count, approximately 94% of the shares validly tendered would be purchased. The preliminary count is subject to final verification. The definitive proration factor is expected to be announced on or about August 20, 1997. Checks will be mailed to tendering stockholders promptly after such announcement. DH Technology designs, manufactures and distributes transaction printers and mechanisms, magnetic and chip card readers, magnetic heads, impact printheads, bar code printers, and related services and supplies, such as labels and ribbons. The Company's products provide solutions for many diverse applications, including freight and bar code labels, bank transactions, point- of-sale receipts and gaming tickets. The Company employs a broad range of technologies, including thermal, impact and laser printing, as well as magnetic and electronic (chip) card reading technologies. [Letterhead of Morgen-Walke Associates, Inc. appears here] -----END PRIVACY-ENHANCED MESSAGE-----