-----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, No2FFdPB/BjplncJqspuATofJi++ezuhEZOvUkUFaLUlswQZ1H3eTbzLKs3drufz KUHwwiKYkp/n6ri6lr+SCA== 0000950130-95-000028.txt : 19950110 0000950130-95-000028.hdr.sgml : 19950110 ACCESSION NUMBER: 0000950130-95-000028 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950109 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37353 FILM NUMBER: 95500679 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: SIEMENS NIXDORF INFORMATIONS SYSTEME AG /FI CENTRAL INDEX KEY: 0000818858 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HEINZ NIXDORF RING1 CITY: 33102 PADERBORN STATE: I8 MAIL ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS STREET 2: ATTN E ROBERT LUPONE ESQ CITY: NEW YORK STATE: NY ZIP: 10019-6022 FORMER COMPANY: FORMER CONFORMED NAME: SIEMENS NIXDORF INFORMATIONS SYSTEME AG /FI DATE OF NAME CHANGE: 19950106 SC 13D/A 1 SCHEDULE 13D-AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 3 Under the Securities Exchange Act of 1934 PYRAMID TECHNOLOGY CORPORATION ------------------------------ (Name of Issuer) Common Stock, Par Value $.01 Per Share -------------------------------------- (Title of Class of Securities) 747236107 -------------------------------------- (CUSIP Number) Siemens Nixdorf Informationssysteme, AG Heinz-Nixdorf-Ring 1 33102 Paderborn Federal Republic of Germany Attention: G. Schulmeyer Telephone: 011-49-89-636-48400 ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: E. Robert Lupone, Esq. Peter D. Lyons, Esq. Siemens Corporation Shearman & Sterling 1301 Avenue of the Americas 599 Lexington Avenue New York, New York 10019-6022 New York, NY 10022 Telephone: (212) 258-4000 Telephone: (212) 848-4000 January 6, 1995 -------------------------------------- (Date of Event which Requires Filing of this Statement) ================================================================================ If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13-d-1(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with this statement. [ ] Page 1 of 39 Pages CUSIP No. 747236107 13D (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SIEMENS NIXDORF INFORMATIONSSYSTEME, AG - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a member of a Group (a) [ ] ----------------------------------------------------------------- (b) [ ] ----------------------------------------------------------------- (3) SEC Use Only ------------------------------------------------------------ (4) Source of Funds AF ----------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] ----------------------------------------------------- (6) Citizenship or Place of Organization Federal Republic of Germany ---------------------------------- - ---------------- Number of (7) Sole Voting Power -------------------------------------- Shares Beneficially (8) Shared Voting Power 4,047,743 ------------------------------ Owned by Each (9) Sole Dispositive Power --------------------------------- Reporting Person (10) Shared Dispositive Power 4,047,743 ------------------------------ With - ---------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743 ---------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (13) Percent of Class Represented by Amount in Row (11) 23.9% ------------------------------------------------------------------------- (14) Type of Reporting Person CO -------------------------------------------- Page 2 of 39 Pages CUSIP No. 747236107 13D (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SIEMENS AKTIENGESELLSCHAFT - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a member of a Group (a) [ ] ------------------------------------------------------------------- (b) [ ] ------------------------------------------------------------------- (3) SEC Use Only ------------------------------------------------------------- (4) Source of Funds WC ----------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] ---------------------------------------- (6) Citizenship or Place of Organization Federal Republic of Germany ---------------------------------- - ---------------- Number of (7) Sole Voting Power --------------------------------------- Shares Beneficially (8) Shared Voting Power 4,047,743 ------------------------------ Owned by Each (9) Sole Dispositive Power ---------------------------------- Reporting Person (10) Shared Dispositive Power 4,047,743 ------------------------------ With - ---------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743 --------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (13) Percent of Class Represented by Amount in Row (11) 23.9% ------------------------------------------------------------------------- (14) Type of Reporting Person CO ------------------------------------------ Page 3 of 39 Pages This Amendment No. 3 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on August 31, 1994 by Siemens Nixdorf Information Systems, Inc., a Massachusetts corporation ("SNI"), and Siemens Aktiengesellschaft, a corporation organized under the laws of the Federal Republic of Germany ("Siemens AG"), as amended by Amendment No. 1 thereto filed on September 15, 1994 by SNI and Siemens AG, and as further amended by Amendment No. 2 thereto filed on December 1, 1994 by Siemens Nixdorf Informationssysteme, AG, a corporation organized under the laws of the Federal Republic of Germany ("SNI AG"), and Siemens AG (as so amended, the "Schedule 13D"). This Amendment No. 3 is filed with respect to the common stock, par value $.01 per share (the "Common Stock"), of Pyramid Technology Corporation, a Delaware corporation (the "Issuer"). The following amendments to Items 4, 6 and 7 of the Schedule 13D are hereby made. Unless otherwise defined in this Amendment No. 3, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. Pursuant to Rule 101(a)(1)(iii) of Regulation S-T of the Commission, this Amendment No. 3 has been submitted electronically to the Commission. As the filing of this Amendment No. 3 is the first electronic submission relating to the Schedule 13D, pursuant to Rule 101(a)(2)(ii) of Regulation S-T, the text of the Schedule 13D as originally filed and the text of Amendment No. 1 and Amendment No. 2 thereto have also been submitted electronically to the Commission on the date hereof as exhibits to this Amendment No. 3. Item 4. Purpose of the Transaction. - ------ -------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with - ------ ------------------------------------------------------------- Respect to Securities of the Issuer. ----------------------------------- Items 4 and 6 of the Schedule 13D are hereby amended and supplemented by adding thereto the following: On August 21, 1994, the Issuer and SNI entered into the Common Stock and Warrant Purchase Agreement (the "Purchase Agreement") pursuant to which, on September 13, 1994, SNI purchased (i) 2,000,000 shares of Common Stock and (ii) a warrant (the "Warrant") to purchase up to 1,330,000 shares of Common Stock for an aggregate purchase price of $17,250,000. Subsequently, SNI transferred to SNI AG the 2,000,000 shares of Common Stock and the Warrant. In connection with such transfer, SNI AG assumed all of SNI's rights and obligations under the Purchase Agreement and the Registration Rights Agreement, dated as of September 13, 1994, between the Issuer and SNI. Pursuant to the terms of Section 7.1 of the Purchase Agreement, until September 1, 1996 (or unless earlier terminated for certain enumerated reasons), SNI AG and its affiliates shall be permitted to hold voting stock representing up to, but no more than, 25% of the total potential voting power (as defined in the Purchase Agreement) of the Issuer, and neither SNI AG nor any of its affiliates shall acquire any voting stock or make a tender, exchange or other offer, without the written consent of the Issuer, if the effect of such acquisition or offer would be to increase the voting power of all voting stock then owned by SNI AG or its affiliates to more than 25% of the total potential voting power of the Issuer. The Purchase Agreement was previously filed as Exhibit 1 to the Schedule 13D and is incorporated herein by reference in its entirety. Attached hereto as Exhibit 4, and incorporated herein by reference in its entirety, is a letter, dated January 6, 1995, addressed to the Issuer from SNI AG, in which SNI AG requested the written consent of the Issuer to permit SNI AG to make an offer to acquire the Issuer in a merger transaction in which the stockholders of the Issuer would receive $15 in cash for each share of Common Stock. The letter stated that SNI AG wished to enter into immediate discussions with the Issuer's senior management concerning its request and indicated that Gerhard Schulmeyer, SNI AG's President and Page 4 of 39 Pages Chief Executive Officer, together with SNI AG's legal and financial advisors, stood ready to meet with the Issuer's senior management and advisors to begin such discussions. On January 8, 1995, the Issuer notified SNI AG that the Issuer has granted its consent to permit SNI AG to make an offer to acquire the Issuer solely for the purpose of allowing the parties to engage in discussions concerning a negotiated merger transaction. There can be no assurances that any such offer or discussions will result in the parties entering into a definitive merger agreement. On January 9, 1995, the Issuer and SNI AG jointly issued a press release relating to the events described above. Such press release is attached hereto as Exhibit 5 and is incorporated herein by reference in its entirety. Except as set forth herein, Siemens AG and its affiliates have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board, (e) any material change in the Issuer's present capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's certificate of incorporation or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above. Item 7. Material to be Filed as Exhibits - ------ -------------------------------- Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following to the end thereof: EXHIBIT 99.4 Letter dated January 6, 1995, from Gerhard Schulmeyer, President and Chief Executive Officer of SNI AG, to Richard Lussier, Chairman and Chief Executive Officer of the Issuer. EXHIBIT 99.5 Press Release issued jointly on January 9, 1995 by the Issuer and SNI AG. EXHIBIT 99.6 Text of the Schedule 13D as originally filed on August 31, 1994. EXHIBIT 99.7 Text of Amendment No. 1 to the Schedule 13D. EXHIBIT 99.8 Text of Amendment No. 2 to the Schedule 13D. Page 5 of 39 Pages Signature --------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: January 9, 1995 SIEMENS NIXDORF INFORMATIONSSYSTEME, AG By: /s/ Gerhard Schulmeyer ---------------------------------------------------- Name: Gerhard Schulmeyer Title: President, CEO SIEMENS AKTIENGESELLSCHAFT By: /s/ Adrienne Whitehead --------------------------------------------------- Name: Adrienne Whitehead Title: Attorney-in-Fact Page 6 of 39 Pages EXHIBIT INDEX -------------
Exhibit No. Description Page No. =================================================================================== Exhibit 1 Common Stock and Warrant Purchase Agreement dated as * of August 21, 1994, among the Issuer and SNI Exhibit 2 Form of Warrant. * Exhibit 3 Power of Attorney dated August 25, 1994 executed by * Gunther Moeser and Friedhelm Knippertz, each as Executive Director of Siemens AG Exhibit 99.4 Letter, dated January 6, 1995, from Gerhard Schulmeyer, 8 President and CEO of SNI AG, to Richard Lussier, Chairman and Chief Executive Officer of the Issuer. Exhibit 99.5 Press Release issued jointly on January 9, 1995 by the 10 Issuer and SNI AG Exhibit 99.6 Text of the Schedule 13D as originally filed on August 11 31, 1994 Exhibit 99.7 Text of Amendment No. 1 to the Schedule 13D 26 Exhibit 99.8 Text of Amendment No. 2 to the Schedule 13D 31 ===================================================================================
___________________ * Previously filed. Page 7 of 39 Pages EX-99.4 2 LETTER DATED 1/6/95 EXHIBIT 99.4 GERHARD SCHULMEYER President and Chief Executive Officer Siemens Nixdorf Informationssysteme, AG JANUARY 6, 1995 VIA FACSIMILE AND COURIER - ------------------------- Mr. Richard H. Lussier Chairman & Chief Executive Officer Pyramid Technology Corporation 3860 N. First Street San Jose, California 95134 Dear Richard: Since our additional investment and related agreements concluded in the summer of 1994, we have discussed different options for enhancing the cooperation between our companies. Based on these discussions, it is my understanding that Pyramid Technology Corporation ("Pyramid" or the "Company") believes a 100% acquisition by Siemens Nixdorf to be the preferred option for achieving the potential synergies that we all recognize exist. Having carefully considered the matter further, we have now concluded that the combination of Siemens Nixdorf's mid-range activities with the Company maximizes these synergies and results in a much more effective competitor than either could be on a stand-alone basis. Accordingly, we are writing to request the written consent of the Company to permit Siemens Nixdorf to make an offer to acquire Pyramid in a merger transaction in which your stockholders would receive $15 in cash for each outstanding share of the Company's common stock. As you know, Section 7.1 of the Common Stock and Warrant Purchase Agreement dated as of August 21, 1994 between Pyramid and Siemens Nixdorf prohibits the making of an acquisition offer by Siemens Nixdorf without the prior written consent of Pyramid. More importantly, we are only interested in pursuing a transaction that has the endorsement of the Company's Board of Directors. Based on our familiarity with the Company and our knowledge of the industry and the marketplace, we believe, and our financial advisors concur, that such a $15 offer price would represent a full and fair value for the Company and should be enthusiastically supported by both your Board of Directors and stockholders. In fact, such an offer price would represent a premium of over 40% above the weighted average closing price of the Company's common stock both for the last calendar quarter and calendar year 1994. Page 8 of 39 Pages If the Company's Board of Directors were to grant its consent, our offer would not be conditioned upon our obtaining financing (although, of course, it would be subject to required regulatory approvals and other customary conditions). We would like very much to enter into immediate discussions with both you and John Chen concerning our request. I stand ready to meet with the two of you and your advisors over this weekend in Chicago to begin these discussions. Our legal and financial advisors will also be available as necessary. As part of these discussions, we look forward to exploring ways to preserve the Company's strong entrepreneurial culture and to recognize the past and future contribution of your talented engineering team and other key employees to the Company's success. We have given some thought to the kinds of compensation plans that would create the right incentives for your employees and preserve the Company's culture of innovation and excellence. Obviously, we will want to work together with the Company's management in formulating suitable compensation plans and targets. If you and John think it would be helpful, I would also be pleased to meet on short notice with members of your engineering team and other key employees to discuss our vision for the combined operation and their role in it. Although we would have preferred not to disclose publicly the contents of this letter, our lawyers advise us that we are obligated under applicable securities laws to do so. As a result, we will be filing a copy of this letter on Monday with the Securities and Exchange Commission. We ask that you and your Board of Directors consider our request promptly so that we may make our offer, which we believe would position the Company and its employees for an exciting future while maximizing value for its stockholders. Sincerely, /s/ Gerhard Schulmeyer Page 9 of 39 Pages EX-99.5 3 PRESS RELEASE EXHIBIT 99.5 PRESS RELEASE ------------- FOR IMMEDIATE RELEASE --------------------- PYRAMID AND SIEMENS NIXDORF ANNOUNCE ACQUISITION DISCUSSIONS SAN JOSE, CA AND PADERBORN, GERMANY, January 9, 1995. Pyramid Technology Corporation (Pyramid) (NASD: PYRD) and Siemens Nixdorf Informationssysteme AG (SNI), a wholly owned subsidiary of Siemens AG, jointly announced today that they have entered into discussions regarding a possible acquisition of Pyramid by SNI. On Friday, January 6, 1995, SNI had requested the consent of Pyramid, which is required under an existing agreement between the parties, to permit SNI to make an offer to acquire Pyramid in a negotiated merger transaction in which Pyramid stockholders would receive $15 a share in cash. Pyramid has granted such consent solely for the purpose of allowing the parties to engage in discussions concerning a negotiated transaction. Pyramid confirmed that it has not agreed to the terms of SNI's letter. No assurances can be made by either party that they will be able to reach a definitive merger agreement or of the terms thereof. SNI currently owns over 17% of Pyramid and has a warrant to acquire up to an additional 7% of Pyramid. SNI currently licenses Pyramid's Unix operating system for massively parallel processing (MPP) and purchases the related MPP hardware product (known as MESHine) under an OEM agreement. SNI, Paderborn, Germany, is a systems partner with universal expertise in the field of information technology. It is one of the world's largest companies in this area and is the largest supplier of information technology of European origin. In the past fiscal year (October 1, 1993 to September 30, 1994), SNI had revenues of more than U.S. $7.3 billion. SNI has a workforce of more than 39,000 and is represented in 45 countries. SNI is a separate legal unit within the Siemens organization. In the fiscal year 1993/94, Siemens AG had worldwide sales of more than U.S. $51 billion. Founded in 1847, the company numbers among the world's largest electrical and electronics companies. Founded in 1981, Pyramid develops scalable enterprise servers that deliver high quality, high performance solutions for mid-range to high-end of the open systems market. Pyramid provides data center-class support for business critical environments, complemented by a full suite of professional programs and support tools that help customers successfully implement scalable enterprise computing. In the past fiscal year (October 1, 1993 to September 30, 1994), Pyramid had revenues of approximately $218 million. Pyramid has a workforce of approximately 850 employees. CONTACTS: Mr. Kent Robertson Senior Vice President, Chief Financial Officer Pyramid Technology Corporation Telephone: 408-428-9000 Mr. Jochen Doering Vice President, Corporate Communications Siemens Nixdorf Informationssysteme, AG Telephone: 011-49-89-636-42700 Page 10 of 39 Pages EX-99.6 4 SCHEDULE 13D Exhibit 99.6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 PYRAMID TECHNOLOGY CORPORATION (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 747236107 (CUSIP number) Siemens Nixdorf Information Systems, Inc. 200 Wheeler Road Burlington, Massachusetts 01803 (617) 273-0480 Attention: G. Schulmeyer (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: E. Robert Lupone, Esq. Siemens Corporation 1301 Avenue of the Americas New York, N.Y. 10019 Telephone: (212) 258-4208 August 21, 1994 (Date of Event which Requires Filing of this Statement) - -------------------------------------------------------------------------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ). Check the following box if a fee is being paid with this statement (X). Page 11 of 39 Pages CUSIP No. 747236107 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SIEMENS NIXDORF INFORMATION SYSTEMS, INC. --------------------------------------------------------------------------- 04-2454451 --------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of Group (See instructions) (a) --------------------------------------------------------------------------- (b) --------------------------------------------------------------------------- (3) SEC Use Only -------------------------------------------------------------- --------------------------------------------------------------------------- (4) Sources of Funds (See Instructions) AF --------------------------------------- --------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). --------------------------------------------------------------------------- --------------------------------------------------------------------------- (6) Citizenship or Place of Organization Massachusetts ------------------------------------ --------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power --------------------------------------- Shares --------------------------------------------------------------- Beneficially (8) Shared Voting Power 717,743 ------------------------------------- Owned by --------------------------------------------------------------- Each (9) Sole Dispositive Power --------------------------------------------------------------- Reporting --------------------------------------------------------------- Person (10) Shared Dispositive Power 717,743 -------------------------------- With - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743 -------------- (Reporting person disclaims beneficial ownership of 3,330,000 shares). --------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) --------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 24.2% (Reporting person ------------------------ disclaims beneficial ownership of 3,330,000 shares) --------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO ------------------------------- Page 12 of 39 Pages CUSIP No. 747236107 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SIEMENS AKTIENGESELLSCHAFT --------------------------------------------------------------------------- --------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of Group (See instructions) (a) --------------------------------------------------------------------------- (b) --------------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------- --------------------------------------------------------------------------- (4) Sources of Funds (See Instructions) WC --------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). --------------------------------------------------------------------------- --------------------------------------------------------------------------- (6) Citizenship or Place of Organization Federal Republic of Germany -------------------------------------- --------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power ---------------------------------------- Shares ---------------------------------------------------------------- Beneficially (8) Shared Voting Power 717,743 ------------------------------- Owned by ---------------------------------------------------------------- Each (9) Sole Dispositive Power ------------------------------------ Reporting ---------------------------------------------------------------- Person (10) Shared Dispositive Power 717,743 ------------------------------- With - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743 ---------------------------------------------------------------------- (Reporting person disclaims beneficial ownership of 3,330,000 shares). ---------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) --------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 24.2% (Reporting person ----------------------- disclaims beneficial ownership of 3,330,000 shares). -------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO -------------------------- Page 13 of 39 Pages Item 1. Security and Issuer ------------------- The class of equity securities to which this Statement on Schedule 13D relates is the common stock, par value $.01 per share (the "Common Stock"), of Pyramid Technology Corporation (the "Issuer"), a Delaware corporation, with its principal executive offices located at 3860 N. First Street, San Jose, California 95134. Item 2. Identity and Background ----------------------- This statement is being filed by Siemens Nixdorf Information Systems, Inc., a Delaware corporation ("SNI") and Siemens Aktiengesellschaft, a corporation organized under the laws of the Federal Republic of Germany ("Siemens A.G."). SNI has its principal office at 200 Wheeler Road, Burlington, Massachusetts 01803. SNI's principal business is designing, developing, manufacturing, purchasing, marketing, selling and leasing computer systems, products and peripherals. SNI is a wholly-owned subsidiary of Siemens Nixdorf Informationssysteme, A.G., a corporation organized under the laws of the Federal Republic of Germany ("SNI A.G."). SNI A.G. is a wholly-owned subsidiary of Siemens A.G. SNI A.G. has its principal office at Heinz-Nixdorf-Ring 1, 33102 Paderborn, Federal Republic of Germany. SNI A.G.'s principal business is the design, development, manufacture, purchase, marketing, leasing and selling of a wide range of information technology equipment. Siemens A.G. has its principal office at Wittelsbacherplatz 2, D-80333 Munich, Federal Republic of Germany. Siemens A.G.'s principal business is the design, development, manufacture and marketing of a wide variety of electrical and electronics systems. The directors and executive officers of SNI and Siemens A.G. are set forth on Schedules I and II, respectively, attached hereto. Schedules I and II set forth the following information with respect to each such person: (i) name; (ii) business address (or residence where indicated); Page 14 of 39 Pages (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. During the last five years, neither SNI, SNI A.G., Siemens A.G., nor any person named in Schedule I or II attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- No funds were required in connection with the execution and delivery of the Common Stock and Warrant Purchase Agreement dated as of August 21, 1994, between Issuer and SNI (the "Purchase Agreement"). The Purchase Agreement is described in Items 4 and 6 and is attached as Exhibit 1. The Warrant is described in Items 4 and 6 and is attached as Exhibit 2. It is expected that if the acquisition of the shares of Common Stock and Warrant as contemplated by the Purchase Agreement is consummated, the funds for purchasing such Shares of Common Stock and the Warrant would be supplied from the working capital of SNI or its affiliates. The total amount of funds required to purchase the shares of Common Stock and Warrant is $17,250,000. The total amount of funds needed to purchase all shares of Common Stock subject to the Warrant is $13,300,000. Item 4. Purpose of Transaction ---------------------- On August 21, 1994, the Issuer and SNI entered into the Purchase Agreement pursuant to which SNI has agreed to purchase 2,000,000 shares of Common Stock and the Warrant for $17,250,000. The Purchase Agreement is subject to certain closing conditions described in Item 6, including, among others, obtaining all regulatory approvals and the execution of OEM and Licensing Agreements pursuant to which SNI will license Pyramid's UNIX operating system for massively parallel processing ("MPP") and will purchase the related MPP hardware product known as MESHine. SNI intends to acquire the Common Stock and the Warrant for the purpose of making an investment in the Issuer and not with the present intention of acquiring control of the Issuer's business. Although upon consummation of the shares of Common Stock SNI Page 15 of 39 Pages will have the right to appoint one person to the Issuer's Board of Directors, such right will not result in the Purchaser controlling the Board or the Issuer's business. Assuming the transactions contemplated by the Purchase Agreement are consummated, SNI also may acquire additional shares of Common Stock pursuant to the Warrant, which terms are described in Item 6 below. SNI from time to time intends to review its investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Based upon such review, SNI will take such actions in the future as SNI may deem appropriate in light of the circumstances existing from time to time. If SNI believes the further investment in the Issuer is attractive, whether because of the market price of the Issuer's securities or otherwise, it may acquire shares of Common Stock or other securities of the Issuer either by exercising the Warrant, in the open market or in privately negotiated transactions (subject to any applicable restrictions in the Purchase Agreement on Purchaser's ability to purchase additional shares of the Issuer's securities). Similarly, depending on market and other factors, SNI may determine to dispose of some or all of the shares of Common Stock currently owned by SNI or its affiliates or otherwise acquired by SNI either by exercising the Warrant, in the open market or in privately negotiated transactions (subject to any applicable restrictions in the Purchase Agreement on Purchaser's ability to dispose of shares of the Issuer's securities). Except as set forth in this Item 4 and in Item 6 below, SNI has not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the Assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, (e) any material change in the Issuer's capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer ------------------------------------ As previously disclosed in a Schedule 13G filed by Nixdorf Computer A.G. (the predecessor to SNI A.G.) in February 1987, SNI A.G. is the beneficial owner of 717,743 shares of Common Stock, representing approximately 5.3% of the currently outstanding shares of Common Stock. SNI A.G. has voting and dispositive power with Page 16 of 39 Pages respect to such shares of Common Stock by virtue of its ownership. SNI A.G. intends to transfer these shares of Common Stock to SNI. Through its indirect ownership of SNI, Siemens A.G. may also be considered to be a beneficial owner of these 717,743 shares of Common Stock, and may be deemed to have shared voting and dispositive power with respect such shares of Common Stock. If SNI were to acquire the 2,000,000 shares of Common Stock pursuant to the Purchase Agreement, it would then beneficially own 2,717,743 shares of Common Stock, or approximately 17.6% of the then outstanding shares of Common Stock. If SNI were to acquire the Warrant pursuant to the Purchase Agreement, and if it exercised the Warrant so as to acquire all of the 1,330,000 shares subject to the Warrant, it would then beneficially own 4,047,743 shares of Common Stock, or approximately 24.2% of the then outstanding shares of Common Stock. In light of the conditions to the closing of the acquisition of the shares of Common Stock and the Warrant contained in the Purchase Agreement as described in Item 6, SNI and Siemens A.G. disclaim beneficial ownership of these 3,330,000 shares of Common Stock. Except as described herein, neither SNI, SNI A.G., Siemens A.G. nor any other person referred to in Schedules I and II attached hereto has acquired or disposed of any shares of Common Stock during the past sixty days. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any of the Common Stock. Siemens A.G. through its indirect ownership of SNI, may be able to influence decisions concerning the exercise of such power. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- As described in Item 4, SNI has agreed, subject to certain closing conditions, to purchase 2,000,000 shares of Common Stock and the Warrant pursuant to the Purchase Agreement. Pursuant to the Warrant, SNI shall have the right, for up to one year after the closing, to acquire up to 1,330,000 additional shares of Common Stock for $10.00 per share or an aggregate purchase price of $13,300,000. Pursuant to the Purchase Agreement, the parties have agreed, among other things, that if the closing occurs: (1) As long as SNI holds shares of the Issuer's voting stock equal to at least 5% of the voting power of all of the Issuer's securities, SNI is entitled to appoint one person as a voting member, at meetings of the Page 17 of 39 Pages Issuer's Board of Directors, and to receive all documents and other items delivered to the Board of Directors; (2) The Issuer shall include SNI's nominee to the Board of Directors in the Issuer's slate of nominees recommended by the Board or management to stockholders for election at annual stockholder meetings and the Issuer shall use its best efforts to cause shares for which the Issuer's management or directors hold proxies (or are otherwise entitled to vote) to vote in favor of SNI's nominee to the Board; (3) In the event that the Issuer decides to issue and sell additional shares of its voting stock, the Issuer shall offer to sell to SNI an amount of shares necessary to permit SNI to retain the same percentage interest in the Issuer's voting stock that it held prior to any such issuances; and (4) Until September 1, 1996 (or unless earlier terminated for certain enumerated reasons), (i) SNI and its affiliates shall be permitted to hold voting stock of up to 25% of the total potential voting power of the Issuer; (ii) SNI and its affiliates shall vote all of its shares of the Issuer's voting stock in accordance with the recommendation of the Issuer's Board of Directors on all matters to be voted on by stockholders in not less than the same proportion as the votes cast by the Issuer's other stockholders (except that SNI may vote its voting stock as it determines in its sole discretion for certain significant events -- including, without limitation, liquidation, dissolution, reclassification or merger of the Issuer); and (iii) SNI and its affiliates shall not sell or transfer any of the Issuer's voting stock they own except pursuant to various restrictions and subject in certain cases to the Issuer's right of first refusal to acquire such voting stock. The Purchase Agreement provides the following conditions to be satisfied prior to closing the transactions: (a) all representations and warranties made by the parties shall be true and correct in all material respects on the closing date (b) all covenants of the parties shall have been performed or compiled with in all material respects; (c) the delivery by the Issuer of compliance certificates certifying the conditions outlined in (a) and (b) above and the corporate authorization of the transaction and of an opinion of Issuer's counsel; Page 18 of 39 Pages (d) there shall not be pending or threatened any order, injunction or other action and there shall not be in effect any law or regulation enjoining or prohibiting the transactions; (e) the filing of all forms required under the Hart-Scott-Rodino Act and the expiration or termination of all waiting periods thereunder; (f) there shall not have occurred or been discovered since July 1, 1994 any material adverse change in the condition (financial or otherwise), result of operations, assets, liabilities, or business of the Issuer and its subsidiaries, taken as a whole; and (g) the execution and delivery of the Warrant, the Registration Rights Agreement and the OEM and License Agreements. The foregoing description is a summary of certain terms of the Purchase Agreement and the Warrant and is qualified in its entirety by reference to such documents, which are attached as Exhibits 1 and 2. Item 7. Material to be Filed as Exhibits. -------------------------------- EXHIBIT 1 Common Stock and Warrant Purchase Agreement dated as of August 21, 1994 among the Issuer and SNI. EXHIBIT 2 Form of Warrant EXHIBIT 3 Power of Attorney dated August 25, 1994 executed by Gunther Moeser and Friedhelm Knippertz, each as Executive Director of Siemens A.G. Page 19 of 39 Pages Signature - --------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. August 26th 1994 SIEMENS NIXDORF INFORMATION SYSTEMS, INC. By: /s/ Gerhard Schulmeyer ---------------------- Name: Gerhard Schulmeyer Title: Chairman SIEMENS AKTIENGESELLSCHAFT By: /s/ Adrienne Whitehead ---------------------- Name: Adrienne Whitehead Title: Attorney-in-fact Page 20 of 39 Pages SCHEDULE 1 ---------- The name and position of the executive officers and members of the board of directors of Siemens Nixdorf Information Systems, Inc. are set forth below. Unless otherwise noted, each of these persons are citizens of the Federal Republic of Germany, and the business address of each of these persons is 200 Wheeler Road, Burlington, Massachusetts 01803.
NAME AND CITIZENSHIP POSITION WITH SNI BUSINESS ADDRESS - --------------------------- --------------------------- -------------------------- AND PRINCIPAL --------------------------- OCCUPATION --------------------------- Mr. Gerhard Schulmeyer Director, Chairman of SNI Siemens Nixdorf and Member of the Board of Informationssysteme, A.G. SNI A.G. Otto-Hahn-Ring 6 81730 Munich Federal Republic of Germany Mr. Robert F. Hoogstraten Director of SNI; Siemens Nixdorf Dutch Citizen Executive Vice Informationssysteme, A.G. President of SNI AG Otto-Hahn-Ring 6 81730 Munich Federal Republic of Germany Mr. Albert Heser Director of SNI and Siemens Corporation President and CEO of 1301 Avenue of the Siemens Corporation Americas New York, NY 10019 Mr. Adrian Peters Director, President and CEO - South African Citizen Mr. Rolf-Gutamer Mallahn Executive Vice President - and CEO Mr. Jorg Himbe Vice President, - Customer Service Mr. Eberhard Petri Executive Vice President, - Research & Development Mr. Harry Hamilton Executive Vice President, - U.S. Citizen Human Resources
Page 21 of 39 Pages
NAME AND CITIZENSHIP POSITION WITH SNI BUSINESS ADDRESS - --------------------------- --------------------------- -------------------------- AND PRINCIPAL --------------------------- OCCUPATION --------------------------- Mr. Herbert Klein Vice President, - U.S. Citizen Retail Systems Mr. Joseph Maguire Vice President, - U.S. Citizen UNIX Systems
Page 22 of 39 Pages Schedule II ----------- The name and position of each of the executive officers and members of the managing board of directors of Siemens A.G. are set forth below. Unless otherwise noted, each of these persons are citizens of the Federal Republic of Germany.
Name Position with Siemens A.G. Business Address - ---- -------------------------- ---------------- and Principal Occupation ------------------------ Dr. Heinrich von Pierer Member, Chairman, Wittelsbacherplatz 2 President and CEO 8000 Munich 2 Federal Republic of Germany Dr. Karl-Hermann Baumann Member, Head of Wittelsbacherplatz 2 Corporate Finance 8000 Munich 2 Federal Republic of Germany Dr. Hans Baur Member, Head of Drives Hofmannstr. 51 and Standard Products, 8000 Munich 70 Medical Engineering, Federal Republic of Germany Automotive Systems, SNI AG and OSRAM Groups Professor Dr. Hans Gunther Member, Head of Otto-Hahn-Ring 6 Danielmayer Corporate Research and 8000 Munich 83 Development Federal Republic of Germany Dr. Erwin Hardt Member, Head of Public Hofmannstr. 51 Communication Networks 8000 Munich 70 Group Federal Republic of Germany Mr. Adolf Huttl Member, Head of Power Hammerbacherstr. 12-14 Generation Group 8520 Erlangen Federal Republic of Germany Mr. Volker Jung Member, Head of Wittelsbacherplatz 2 International Regions 8000 Munich 2 Federal Republic of Germany Mr. Eberhard Kill Member, Head of Werner-von-Siemens-Str. 50 Industrial 8520 Erlangen and Building Systems Federal Republic of Germany Group
Page 23 of 39 Pages
Name Position with Siemens A.G. Business Address - ---- -------------------------- ---------------- and Principal Occupation ------------------------ Mr. Jurgen Knorr Member, Head of Semi- Balanstr. 73 conductors Group 8000 Munich 80 Federal Republic of Germany Professor Dr. Walter Member, Head of Im Gewerbepark D 80 Kunerth Automotive Systems Group 8400 Regensburg 12 Federal Republic of Germany Dr. Horst Langer Member, Head of Werner-von-Siemens-Str. 50 Industrial 8520 Erlangen and Building Systems and Federal Republic of Germany Transportation Systems Group Mr. Werner Maly Member, Head of Henkestr. 127 Corporate Personnel 8520 Erlangen Federal Republic of Germany Mr. Peter Pribilla Member, Head of Private ROLM Communication Networks 4900 Old Ironsides Drive Group Santa Clara, California 95052 Mr. Juergen Radomski Member, Head of Medical Henkestr. 127 Engineering Group 8520 Erlangen Federal Republic of Germany Mr. Karl-Heiner Thomas Member, Head of Drive Werner-von-Siemens-Str. 50 and Standard Products 8520 Erlangen Group Federal Republic of Germany Dr. Guenter Wilhelm Member, Head of Power Hammerbachestr. 12-14 Generation Group 8520 Erlangen Federal Republic of Germany
Page 24 of 39 Pages EXHIBIT INDEX -------------
================================================================= Exhibit No. Description Page - ------------- -------------------------------------------- ---- No. ---- Exhibit 1 Common Stock and Warrant Purchase 16 Agreement dated as of August 21, 1994, among the Issuer and SNI. Exhibit 2 Form of Warrant 60 Exhibit 3 Power of Attorney dated August 25, 1994 68 executed by Gunther Moeser and Friedhelm Knippertz, each as Executive Director of Siemens A.G. =================================================================
Page 25 of 39 Pages EX-99.7 5 AMENDMENT NO. 1 TO SCHEDULE 13-D EXHIBIT 99.7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13D Amendment No. 1 Under the Securities Exchange Act of 1934 PYRAMID TECHNOLOGY CORPORATION (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 747236107 (CUSIP number) Siemens Nixdorf Information Systems, Inc. 200 Wheeler Road Burlington, Massachusetts 01803 (617) 273-0480 Attention: G. Schulmeyer (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: E. Robert Lupone, Esq. Siemens Corporation 1301 Avenue of the Americas New York, N.Y. 10019 Telephone: (212) 258-4208 September 13, 1994 (Date of Event which Requires Filing of this Statement) - -------------------------------------------------------------------------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ). Check the following box if a fee is being paid with this statement ( ). Page 26 of 39 Pages CUSIP No. 747236107 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SIEMENS NIXDORF INFORMATION SYSTEMS, INC. -------------------------------------------------------------------------- 04-2454451 -------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of Group (See Instructions) (a) -------------------------------------------------------------------------- (b) -------------------------------------------------------------------------- -------------------------------------------------------------------------- (3) SEC Use Only ------------------------------------------------------------- -------------------------------------------------------------------------- (4) Sources of Funds (See Instructions) AF -------------------------------------- -------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ------------------------------------------------------------------- --------------------------------------------------------------------------- (6) Citizenship or Place of Organization Massachusetts ----------------------------------- -------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power ---------------------------------------- Shares ---------------------------------------------------------------- Beneficially (8) Shared Voting Power 4,047,743 --------------------------------------- Owned by ---------------------------------------------------------------- Each (9) Sole Dispositive Power ----------------------------------- Reporting ---------------------------------------------------------------- Person (10) Shared Dispositive Power 4,047,743 ---------------------------------- With - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743 -------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 24.2% ------------------------ (14) Type of Reporting Person (See Instructions) CO --------------------------- Page 27 of 39 Pages CUSIP No. 747236107 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SIEMENS AKTIENGESELLSCHAFT --------------------------------------------------------------------------- --------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of Group (See Instructions) (a) --------------------------------------------------------------------------- (b) --------------------------------------------------------------------------- --------------------------------------------------------------------------- (3) SEC Use Only ------------------------------------------------------------- --------------------------------------------------------------------------- (4) Sources of Funds (See Instructions) AF --------------------------------------- --------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) --------------------------------------------------------------------------- (6) Citizenship or Place of Organization Federal Republic of Germany ------------------------------------- - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power ----------------------------------------- Shares ---------------------------------------------------------------- Beneficially (8) Shared Voting Power 4,047,743 --------------------------------------- Owned by ---------------------------------------------------------------- Each (9) Sole Dispositive Power ------------------------------------ Reporting ---------------------------------------------------------------- Person (10) Shared Dispositive Power 4,047,743 ------------------------------- With - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743 -------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) --------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 24.2% ------------------------ (14) Type of Reporting Person (See Instructions) CO ---------------------------- Page 28 of 39 Pages This Amendment No.1 amends and supplements the statement on Schedule 13D filed on August 31, 1994 (the "Schedule 13D") by Siemens Nixdorf Information Systems, Inc., a Delaware corporation ("SNI"), and Siemens Aktiengesellschaft, a corporation organized under the laws of the Federal Republic of Germany ("Siemens A.G."), with respect to the common stock, par value $.01 per share (the "Common Stock") of Pyramid Technology Corporation (the "Issuer"). Items 4 and 5 of the Schedule 13D are amended as follows: Item 4. Purpose of Transaction ---------------------- On September 13, 1994, the Issuer and SNI completed the transactions contemplated by the Purchase Agreement. SNI purchased 2,000,000 shares of Common Stock and the Warrant for $17,250,000. In addition, SNI A.G. and the Issuer executed OEM and Licensing Agreements pursuant to which SNI A.G. will license Pyramid's UNIX operating system for massively parallel processing ("MPP") and will purchase the related MPP hardware product known as MESHine. Item 5. Interest in Securities of the Issuer ------------------------------------ As a result of the completion of the transactions contemplated by the Purchase Agreement, SNI A.G. beneficially owns 4,047,743 shares of Common Stock. This includes 1,330,000 shares of Common Stock which SNI has the right to acquire pursuant to the Warrant, which is exercisable at any time and from time to time by SNI until September 12, 1995 at purchase price of $10.00 per share. SNI has voting and dispositive power with respect to these 4,047,743 shares of Common Stock by virtue of this beneficial ownership. Through its indirect ownership of SNI, Siemens A.G. may also be considered to be a beneficial owner of these 4,047,743 shares of Common Stock, and may be deemed to have shared voting and dispositive power with respect such shares of Common Stock. Page 29 of 39 Pages Signature - --------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. September 12, 1994 SIEMENS NIXDORF INFORMATION SYSTEMS, INC. By: /s/ Gerhard Schulmeyer ---------------------- Name: Gerhard Schulmeyer Title: Chairman SIEMENS AKTIENGESELLSCHAFT By: /s/ Adrienne Whitehead ---------------------- Name: Adrienne Whitehead Title: Attorney-in-fact Page 30 of 39 Pages EX-99.8 6 AMENDMENT NO. 2 TO SCHEDULE 13-D EXHIBIT 99.8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13D Amendment No. 2 Under the Securities Exchange Act of 1934 PYRAMID TECHNOLOGY CORPORATION (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 747236107 (CUSIP number) Siemens Nixdorf Informationssysteme, A.G. Heinz-Nixdorf-Ring 1 33102 Paderborn, Federal Republic of Germany 011-49-89-636-48400 Attention: G. Schulmeyer (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: E. Robert Lupone, Esq. Siemens Corporation 1301 Avenue of the Americas New York, N.Y. 10019 Telephone: (212) 258-4208 November 22, 1994 (Date of Event which Requires Filing of this Statement) - -------------------------------------------------------------------------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ). Check the following box if a fee is being paid with this statement (X). Page 31 of 39 Pages CUSIP No. 747236107 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SIEMENS NIXDORF INFORMATIONSSYSTEME, A.G. --------------------------------------------------------------------------- --------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of Group (See Instructions) (a) --------------------------------------------------------------------------- (b) --------------------------------------------------------------------------- --------------------------------------------------------------------------- (3) SEC Use Only -------------------------------------------------------------- --------------------------------------------------------------------------- (4) Sources of Funds (See Instructions) AF ---------------------------------------- --------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) --------------------------------------------------------------------------- (6) Citizenship or Place of Organization Federal Republic of Germany ------------------------------------ --------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power ---------------------------------------- Shares ---------------------------------------------------------- Beneficially (8) Shared Voting Power 4,047,743 -------------------------------------- Owned by ---------------------------------------------------------- Each (9) Sole Dispositive Power ----------------------------------- Reporting ---------------------------------------------------------- Person (10) Shared Dispositive Power 4,047,743 --------------------------------- With - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743. -------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 24.2% ------------------------ (14) Type of Reporting Person (See Instructions) CO ------------------------------- Page 32 of 39 Pages CUSIP No. 747236107 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SIEMENS AKTIENGESELLSCHAFT --------------------------------------------------------------------------- --------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of Group (See Instructions) (a) --------------------------------------------------------------------------- (b) --------------------------------------------------------------------------- --------------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------- --------------------------------------------------------------------------- (4) Sources of Funds (See Instructions) WC --------------------------------------- --------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) --------------------------------------------------------------------------- (6) Citizenship or Place of Organization Federal Republic of Germany -------------------------------------- --------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power ----------------------------------------- Shares ---------------------------------------------------------------- Beneficially (8) Shared Voting Power 4,047,743 -------------------------------------- Owned by ---------------------------------------------------------------- Each (9) Sole Dispositive Power ------------------------------------ Reporting ---------------------------------------------------------------- Person (10) Shared Dispositive Power 4,047,743 --------------------------------- With - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743 -------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) --------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 24.2% ------------------------ (14) Type of Reporting Person (See Instructions) CO ---------------------------- Page 33 of 39 Pages This Amendment No. 2 amends and supplements the statement on Schedule 13D filed on August 31, 1994 and as amended by Amendment No. 1 to Schedule 13D filed on September 15, 1994 (the "Schedule 13D") by Siemens Nixdorf Information Systems, Inc., a Delaware corporation ("SNI"), and Siemens Aktiengesellschaft, a corporation organized under the laws of the Federal Republic of Germany ("Siemens A.G."), with respect to the common stock, par value $.01 per share (the "Common Stock") of Pyramid Technology Corporation (the "Issuer"). Items 2, 4 and 5 of the Schedule 13D are amended as follows: ITEM 2. Identity and Background ----------------------- This statement is being filed by Siemens Nixdorf Informationssysteme, A.G., a corporation organized under the laws of the Federal Republic of Germany ("SNI A.G."), and Siemens Aktiengesellschaft, a corporation organized under the laws of the Federal Republic of Germany ("Siemens A.G."). SNI A.G. has its principal office at Heinz-Nixdorf-Ring 1, 33102 Paderborn, Federal Republic of Germany. SNI A.G.'s principal business is the design, development, manufacture, purchase, marketing, leasing and selling of a wide range of information technology equipment. SNI A.G. is a wholly-owned subsidiary of Siemens, A.G. and is the sole shareholder of SNI. Siemens A.G. has its principal office at Wittelsbacherplatz 2, D-80333 Munich, Federal Republic of Germany. Siemens A.G.'s principal business is the design, development, manufacture and marketing of a wide variety of electrical and electronics systems. The directors and executive officers of SNI A.G. are set forth on Schedule I attached hereto. Schedule I sets forth the following information with respect to each such person: (i) name; (ii) business address (or residence address where indicated); (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. Information regarding the officers and directors of Siemens A.G. was previously filed in Schedule II to the Schedule 13D filed on August 31, 1994. Page 34 of 39 Pages During the last five years, neither SNI A.G. nor any person named in Schedule I attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 4. Purpose of Transaction ---------------------- SNI has transferred to SNI A.G. 2,000,000 shares of Common Stock and the Warrant, both of which SNI acquired from the Issuer on September 13, 1994. Additionally, SNI A.G. has assumed all of SNI's rights and obligations under the Purchase Agreement and the Registration Rights Agreement between the Issuer and SNI. As previously disclosed, on September 13, 1994 SNI A.G. and the Issuer executed OEM and Licensing Agreements pursuant to which SNI A.G. will license Pyramid's UNIX operating system for massively parallel processing ("MPP") and will purchase the related MPP hardware product known as MESHine. SNI A.G. has acquired the Common Stock and the Warrant for the purpose of making an investment in the Issuer and not with the present intention of acquiring control of the Issuer's business. Although upon consummation of the shares of Common Stock SNI A.G. will have the right to appoint one person to the Issuer's Board of Directors, such right will not result in SNI A.G. controlling the Board or the Issuer's business. SNI A.G. also may acquire additional shares of Common Stock pursuant to the Warrant, which terms have been previously described in Schedule 13D filed on August 31, 1994. SNI A.G. from time to time intends to review its investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities Based upon such review, SNI A.G. will take such actions in the future as SNI A.G. may deem appropriate in light of the circumstances existing from time to time. If SNI A.G. believes the further investment in the Issuer is attractive, whether because of the market price of the Issuer's securities or otherwise, it may acquire shares of Common Stock or other securities of the Issuer either by exercising the Warrant, in the open market or in privately negotiated transactions (subject to any applicable restrictions in the Purchase Agreement on SNI A.G.'s ability to purchase additional shares of the Issuer's securities). Similarly, depending on market and other factors, SNI A.G. may determine to dispose of some or all of the shares of Common Stock currently owned by SNI A.G. or its affiliates or otherwise acquired by SNI A.G. either by exercising the Warrant, in the open market or in Page 35 of 39 Pages privately negotiated transactions (subject to any applicable restrictions in the Purchase Agreement on SNI A.G.'s ability to dispose of shares of the Issuer's securities.) Except as set forth in this Item 4, SNI A.G. has not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporation transaction involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the Assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, (e) any material change in the Issuer's capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above. ITEM 5. Interest in Securities of the Issuer ------------------------------------ As previously disclosed in Schedule 13D filed on August 31, 1994 and Amendment No. 1 thereto filed on September 15, 1994, prior to the acquisition of 2,000,000 shares of Common Stock and the Warrant by SNI, SNI A.G. was already the beneficial owner of 717,743 shares of Common Stock, representing approximately 5.3% of the currently outstanding shares of Common Stock. SNI A.G. has voting and dispositive power with respect to such shares of Common Stock by virtue of its ownership. It was originally contemplated that SNI A.G. would transfer these 717,743 shares of Common Stock to SNI after the completion of SNI's acquisition of 2,000,000 shares of Common Stock and Warrant. As a result of the transfer from SNI to SNI A.G. of the 2,000,000 shares of Common Stock and Warrant, SNI A.G. beneficially owns 4,047,743 shares of Common Stock. This includes 1,330,000 shares of Common Stock which SNI A.G. has the right to acquire pursuant to the Warrant, which is exercisable at any time and from time to time by SNI A.G. until September 12, 1995 at a purchase price of $10.00 per share. SNI A.G. has voting and dispositive power with respect to these 4,047,743 shares by virtue of this beneficial ownership. Through its indirect ownership of SNI A.G., Siemens A.G. may also be considered to be a beneficial owner of these 4,047,743 shares of Common Stock, and may be deemed to have shared voting and dispositive power with respect to such shares of Common Stock. Page 36 of 39 Pages Except as described herein, neither SNI A.G. nor Siemens A.G. nor any other person referred to in Schedule I attached hereto has acquired or disposed of any shares of Common Stock during the past sixty days. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any of the Common Stock. Siemens A.G., through its indirect ownership of SNI A.G., may be able to influence decisions concerning the exercise of such power. Page 37 of 39 Pages Signature - --------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. November 22, 1994 SIEMENS NIXDORF INFORMATIONSSYSTEME, A.G. By: /s/ Gerhard Schulmeyer ---------------------- Name: Gerhard Schulmeyer Title: Chairman SIEMENS AKTIENGESELLSCHAFT By: /s/ Adrienne Whitehead ---------------------- Name: Adrienne Whitehead Title: Attorney-in-fact Page 38 of 39 Pages SCHEDULE I ---------- The name and position of each of the executive officers and members of the managing board of directors of Siemens Nixdorf Informationssysteme AG are set forth below. Unless otherwise noted, each of these persons is a citizen of the Federal Republic of Germany.
================================================================================= Name Position with Siemens Business Address - ---- --------------------- ---------------- Nixdorf Informationssysteme --------------------------- A.G. and Principal Occupation ----------------------------- - --------------------------------------------------------------------------------- Mr. Gerhard Schulmeyer Member, Chairman, President Otto-Hahn-Ring 6 and CEO 81739 Munich Federal Republic of Germany Dr. Horst Nasko Member, Vice Chairman Otto-Hahn-Ring 6 Head of Corporate Application 81739 Munich Software and Projects, Systems Federal Republic of Strategy Germany Mr. Guenther Goth Member Heinz-Nixdorf-Ring 6 Head of Corporate Human 33106 Paderborn Resources Federal Republic of Germany Mr. Robert F. Hoogstraten Member Otto-Hahn-Ring 6 Dutch Citizen Head of Corporate Sales and 81739 Munich Marketing Federal Republic of Germany Mr. Alfred Nowosad Member Otto-Hahn-Ring 6 Head of Corporation Finance 81739 Munich and Controlling Federal Republic of Germany Dr. Hartwig Rogge Member Otto-Hahn-Ring 6 Head of Corporate 81739 Munich Development and Production Federal Republic of Germany =================================================================================
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