-----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, FL8zdM5l0waQVZAlbTS5UjJao6Ra83bvmjXoyOvKAPRbF+SsSfbTkLKj+Szh6KWh QNPL4Qr19V6Bp8zBXCMwbA== 0000950005-97-000467.txt : 19970501 0000950005-97-000467.hdr.sgml : 19970501 ACCESSION NUMBER: 0000950005-97-000467 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970430 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARADIGM TECHNOLOGY INC /DE/ CENTRAL INDEX KEY: 0000945699 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770140882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26124 FILM NUMBER: 97590886 BUSINESS ADDRESS: STREET 1: 71 VISTA MONTANA CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089540500 MAIL ADDRESS: STREET 1: 71 VISTA MONTANA CITY: SAN JOSE STATE: CA ZIP: 95134 10-K/A 1 AMENDMENT NO. 2 TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 2 (Mark One) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the Fiscal Year Ended ....................................December 31, 1996 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the Transition Period from ____________________ to ____________________ Commission File Number 0-26124 ----------- PARADIGM TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 770140882-5 --------------------------------- ------------------------------------ (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 694 Tasman Drive, Milpitas, CA 95035 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (408) 954-0500 ------------------------------- (Registrant's telephone number, including area code) Securities registered under Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 Par Value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. YES /X/ NO / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / Indicate by check whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. /X/ The aggregate market value of the voting stock held by nonaffiliates of the registrant was approximately $6,289,228 on April 18, 1997 based on the last sale price as reported by the NASDAQ/National Market System. The aggregate number of outstanding shares of Common Stock, $.01 par value, of the registrant was 7,243,365 shares as of April 18, 1997. The Registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, as set forth herein: PART I ITEM 1. BUSINESS. -------- Recent Developments Sale of Manufacturing Operations. On November 15, 1996, Paradigm sold its wafer fabrication facility (the "Fab") to Orbit Semiconductor, Inc., a wholly owned subsidiary of DII Group, Inc. ("Orbit"). The Company received aggregate consideration of $20 million consisting of $6.7 million in cash, $7.5 million in debt assumption, and promissory notes in the aggregate principal amount of $5.8 million. The sale of the Fab resulted in a loss of $4.6 million, which was recorded in the fourth quarter of 1996. As a result of the sale of the Fab, Paradigm's future needs for wafers will need to be supplied by third parties. Orbit has agreed to supply the Company a specified quantity of wafers to offset Orbit's payment obligations against the promissory notes delivered in connection with the sale. The Company is also in the process of seeking wafer supply from offshore foundries who would provide 8-inch wafers using 0.35 micron process technology. See "Factors That May Affect Future Results-Dependence on Foundries and Other Third Parties." Sale of Preferred Stock. On January 23, 1997, Paradigm sold a total of 200 shares of 5% Series A Convertible Redeemable Preferred Stock (the "Preferred Stock") in a private placement to Vintage Products, Inc. at a price of $10,000 per share, for total proceeds (net of payments to third parties) of approximately $1,880,000. The Preferred Stock is convertible at the option of the holder into the number of fully paid and nonassessable shares of Common Stock as is determined by dividing (A) the sum of (1) $10,000 plus (2) the amount of all accrued but unpaid or accumulated dividends on the shares of Preferred Stock being converted by (B) the Conversion Price in effect at the time of conversion. The "Conversion Price" will be equal to the lower of (i) $2.25 or (ii) eighty-two percent (82%) of the average closing bid price of a share of Common Stock as quoted on the Nasdaq National Market over the five (5) consecutive trading days immediately preceding the date of notice of conversion of the Preferred Stock. The Company is not required to issue shares of Common Stock equal to or greater than twenty percent (20%) of the Common Stock outstanding on the date of the initial issuance of the Preferred Stock. At the time of the initial issuance of the Preferred Stock, the Company had outstanding 7,243,154 shares of Common Stock, twenty percent of which equaled 1,268,251 shares. The Company has the option of seeking stockholder approval for the issuance of shares in excess of 1,268,251 shares, seeking Nasdaq National Market approval for the issuance of shares greater than 1,268,251 shares or redeeming the shares in excess of 1,268,251 shares. The shares of Common Stock owned by Vintage Products, Inc. ("Vintage") consist of up to 1,600,000 shares of Common Stock issuable upon conversion of the Preferred Stock. For purposes of determining the number of shares of Common Stock owned by Vintage for this Form 10-K, the number of shares of Common Stock calculated to be issuable upon conversion of the Preferred Stock is based on a conversion price of $1.5244 represents an average closing bid price of the Common Stock over five consecutive trading days. Such conversion price is used merely for the purposes of setting forth a number for this Form 10-K and is greater than the average closing bid price over the five consecutive trading days preceding April 21, 1997 which was $1.40. The number of shares of Common Stock issuable upon conversion of the Preferred Stock is subject to adjustment depending on the date of the conversion thereof and could be materially less or more than such estimated amount depending on factors which cannot be predicted by the Company including, among other things, the future market price of the Common Stock. See "Business--Recent Developments--Sale of Preferred Stock" and "Business--Factors that May Affect Future Results--Potential Volatility of Stock Price." Shutdown of NewLogic Corporation Operations. In June 1996, the Company acquired NewLogic Corp. ("NewLogic") with the strategy to expand Paradigm's product line beyond SRAMs. In early 1997, the Company believed that it was in Paradigm's best interest to shut down the NewLogic operation and focus on Paradigm's core SRAM products and markets. 1 PART III ITEM 11. EXECUTIVE COMPENSATION. ---------------------- SUMMARY COMPENSATION TABLE The following table provides certain summary information concerning compensation paid to the Company's Chief Executive Officer, and each of the other four most highly compensated executive officers, who were serving as executive officers on December 31, 1996 (the "Named Executive Officers") and whose aggregate salary and bonus exceeded $100,000, for the fiscal years ended December 31, 1994, 1995 and 1996. Summary Compensation Table
Long-Term Compensation Annual Compensation(1) Payouts ----------------------------------------------- ------------ Securities Other Annual Underlying Name and Principal Position Year Salary($) Bonus($)(2) Compensation($) Options(#) - --------------------------- ---- --------- ----------- --------------- ---------- Michael Gulett 1996 $249,185 $ 85,000 -- 25,000(3) President and Chief 1995 219,692 115,000 -- 15,000(4) Executive Officer 1994 171,923 24,000 -- 180,000 Robert C. McClelland 1996 128,076 17,000 -- 13,000(5) Former Chief Financial 1995 121,792 18,000 -- 10,000(6) Officer 1994 112,599 5,000 -- 33,750 Dennis McDonald (7) Vice President, Human 1996 134,302 19,174 -- 17,000(8) Resources 1995 70,400 175 -- 25,000(9) Philip Siu (7) Vice President, 1996 139,195 25,174 -- 22,000(10) Engineering 1995 92,308 25,155 -- 62,500(11) James Boswell (7) Vice President, Sales 1996 119,638 9,174 $1,385(12) 26,250(13) and Marketing 1995 6,250 -- -- 15,000(14) - -------------- (1) The Company changed its fiscal year-end from March 31 to December 31 in June 1994. For purposes of the Summary Compensation Table, the 1994 fiscal year figures presented reflect annual compensation for the four quarters ended December 31, 1994. (2) Represents cash bonuses, profit sharing and commissions paid during the year. (3) Includes options granted on February 3, 1997 for 25,000 shares upon cancellation of a previous option granted on July 24, 1996. (4) Includes options granted on February 3, 1997 for 15,000 shares upon cancellation of a previous option granted on June 15, 1995. (5) Includes options granted on February 3, 1997 for 5,000 shares and 8,000 shares upon cancellation of previous options granted on January 1, 1996 and July 24, 1996, respectively. (6) Includes options granted on February 3, 1997 for 10,000 shares upon cancellation of a previous option granted on June 15, 1995. (7) Mr. Siu, Mr. McDonald and Mr. Boswell were hired by the Company in April, May and November 1995, respectively. (8) Includes options granted on February 3, 1997 for 5,000 shares and 12,000 shares upon cancellation of previous options granted on January 1, 1996 and July 24, 1996, respectively. (9) Includes options granted on February 3, 1997 for 25,000 shares upon cancellation of a previous option granted on May 24, 1995. (10) Includes options granted on February 3, 1997 for 10,000 shares and 12,000 shares upon cancellation of previous options granted on January 1, 1996 and July 24, 1996, respectively. (11) Includes options granted on February 3, 1997 for 62,500 shares upon cancellation of a previous option granted on April 20, 1995. 2 (12) Represents automobile expenses. (13) Includes options granted on February 3, 1997 for 15,000 shares and 11,250 shares upon cancellation of previous options granted on July 24, 1996 and November 21, 1996, respectively. (14) Includes options granted on February 3, 1997 for 15,000 shares upon cancellation of previous options granted on December 28, 1995.
3 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. -------------------------------------------------------------- The following table sets forth certain information regarding beneficial ownership of the Company's Common Stock as of March 31, 1997 by: (i) each person known to the Company to beneficially own more than five percent of the Company's Common Stock, (ii) each of the Company's directors, (iii) each of the named executive officers, and (iv) all directors and executive officers of the Company as a group. Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by such person subject to community property laws where applicable.
Shares Beneficially Name of Beneficial Owner Owned Percent ------------------------ ------------ ------- Vintage Products, Inc.(1) Arlozorv Street Telaviv, Israel ....................................... 1,600,000 22.1% Chiang Lam (2)......................................... 1,350,000 18.7 ACMA Limited(3) 17 Jurong Port Road Singapore 2261......................................... 1,300,000 18.0 Atmel Corporation(3) 2125 O'Nel Drive San Jose, CA 95131..................................... 1,028,050 13.9 Michael Gulett(4)...................................... 183,125 2.5 Philip Siu(5).......................................... 33,750 * James L. Kochman(6).................................... 21,875 * Robert C. McClelland(7)................................ 14,572 * Dennis McDonald(8)..................................... 12,708 * Richard Morley......................................... 11,000 * James Boswell(9)....................................... 3,750 * George J. Collins(10).................................. 3,125 * S. Atiq Raza(11)....................................... 3,125 * All directors and executive officers as a group (10 persons)(12)....................................... 291,331 3.9 - ---------- * Less than one percent (1%). (1) Represents up to 1,600,000 shares of Common Stock issuable upon conversion of the Company's Preferred Stock. For purposes of determining the number of shares of Common Stock owned by Vintage Products, Inc., the number of shares of Common Stock calculated to be issuable upon conversion of the Preferred Stock is based on a conversion price of $1.5244 which represents an average closing bid price of the Common Stock over five consecutive trading days. Such conversion price is arbitrarily selected and is greater than the average closing bid price over the five consecutive trading days preceding April 21, 1997 which was $1.40. The number of shares of Common Stock issuable upon conversion of the Preferred Stock is subject to adjustment depending on the date of the conversion thereof and could be 4 materially less or more than such estimated amount depending on factors which cannot be predicted by the Company including, among other things, the future market price of the Common Stock. See "The Company--Recent Developments--Sale of Preferred Stock" and "Business--Factors That May Affect Future Results--Potential Volatility of Stock Price." The natural persons who share beneficial ownership of the shares of Common Stock owned by Vintage Products, Inc. are unknown to the Company and do not include any of the persons listed on this Selling Stockholders table. (2) Includes 1,110,000 shares held by ACMA and 200,000 shares issuable upon exercise of outstanding warrants. Also includes 50,000 shares issuable upon exercise of outstanding warrants held by Mr. Lam. Mr. Lam is a consultant and advisor to ACMA. Mr. Lam disclaims beneficial ownership of the shares held by ACMA. (3) Includes 200,000 shares issuable upon exercise of outstanding warrants. ACMA is a publicly held Singapore Corporation. The directors of ACMA who share voting and investment power with respect to the shares held by ACMA are as follows: Quek Sim Pin, Executive Chairman; Tan Chee Jin; Tan Seng Tjie; Rai Rajen, Managing Director; Low Seow Chye; Kwok Chee Wai; Tan Keng Lin; and Chou Kong Seng, Finance Director. See note 2 above. (4) Includes 171,875 shares subject to stock options that are exercisable or will become exercisable within 60 days of February 20, 1997. (5) Represents shares subject to stock options that are exercisable or will become exercisable within 60 days of February 20, 1997. (6) Represents shares subject to stock options that are exercisable or will become exercisable within 60 days of February 20, 1997. (7) Represents shares subject to stock options that are exercisable or will become exercisable within 60 days of February 20, 1997. (8) Represents shares subject to stock options that are exercisable or will become exercisable within 60 days of February 20, 1997. (9) Represents shares subject to stock options that are exercisable or will become exercisable within 60 days of February 20, 1997. (10) Represents shares subject to stock options that are exercisable or will become exercisable within 60 days of February 20, 1997. (11) Represents shares subject to stock options that are exercisable or will become exercisable within 60 days of February 20, 1997. (12) Includes 270,081 shares subject to stock options that are exercisable or will become exercisable within 60 days of February 20, 1997.
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules of the Securities and Exchange Commission (the "Commission") thereunder require the Company's directors, executive officers and 10% beneficial owners to file reports of their ownership and changes in ownership of Common Stock with the Commission. Personnel of the Company generally prepare these reports on the basis of information obtained from the Company's directors and officers. Based on such information, the Company believes that all reports required by Section 16(a) of the Exchange Act to be filed by its directors and executive officers during the last fiscal year were filed on time, except that a Form 4 for Richard Veldhouse was inadvertently filed late for his November 1996 transactions. Although each is a greater than 10% beneficial owner of the Company's Common Stock, the Company believes that Atmel Corporation and Vintage Products, Inc. made no filings required by Section 16(a) of the Exchange Act. 5 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. ---------------------------------------------------------------- Exhibits. -------- The exhibits listed under Item 14(c) are filed or incorporated by reference herein. (c) Exhibits -------- The Exhibits listed below are filed or incorporated by reference herein. INDEX TO EXHIBITS Exhibit Number Exhibit ------- -------- 1.3 Agreement and Plan of Merger between the Registrant and Paradigm Technology Delaware Corporation, a Delaware corporation.(1) 1.4 Agreement and Plan of Merger dated as of June 5, 1996 between the Registrant and NewLogic Corp.(8) 2.1 Third Amended Joint Plan of Reorganization effective June 21, 1994.(1) 2.2 Stock Purchase Agreement, dated as of January 21, 1997, by and between Paradigm Technology, Inc. and Vintage Products, Inc.(7) 2.3 Securities Purchase Agreement dated as of April 22, 1996 between the Registrant, NewLogic Corp. and certain securityholders of NewLogic Corp.(8) 2.4 First Amendment to Securities Purchase Agreement dated as of April 22, 1996 between the Registrant, NewLogic Corp. and certain securityholders of NewLogic Corp.(8) 2.5 Investor Securities Purchase Agreement dated as of May 29, 1996 between the Registrant and certain Investors listed on Schedule A attached thereto.(8) 3.1 Amended and Restated Certificate of Incorporation.(1) 3.2 Bylaws of the Registrant, as amended.(1) 4.1 Certificate of Designation of the 5% Series A Convertible Redeemable Preferred Stock as filed with the Secretary of State of the State of Delaware.(7) 9.1 Voting Trust Agreement dated as of May 24, 1996 between Hans Olsen and the persons listed on Schedule A attached thereto.(8) 10.1 Amended and Restated 1994 Stock Option Plan of the Registrant (the "Plan").(5) 10.2 Form of Incentive Stock Option Agreement under the Plan.(1) 10.3 Form of Nonstatutory Stock Option Agreement under the Plan.(1) 10.4 1995 Employee Stock Purchase Plan of the Registrant.(1) 6 Exhibit Number Exhibit ------- -------- 10.5 Office Building Lease between Sobrato Development Companies #871, a California limited partnership and the Registrant dated December 7, 1988.(1) 10.6 Second Amendment to Office Building Lease between Sobrato Development Companies #871, a California limited partnership and the Registrant dated June 18, 1990.(1) 10.7 First Amendment to Office Building Lease between Sobrato Development Companies #871, a California limited partnership and the Registrant dated May 4, 1989.(1) 10.8 Technology Development Agreement for SRAM/ASM Process Technology and Design between NKK Corporation and the Registrant dated January 17, 1992.(1)(2) 10.9 Side Letter to Technology Development Agreement for SRAM/ASM Process Technology and Design between NKK Corporation and the Registrant dated January 17, 1992.(1) 10.10 Amendment No. 1 to Technology Development Agreement for SRAM/ASM Process Technology and Design between NKK Corporation and the Registrant dated October 23, 1992.(1)(2) 10.11 Amendment No. 2 to Technology Development Agreement for SRAM/ASM Process Technology and Design between NKK Corporation and the Registrant dated October 30, 1992.(1) 10.12 Amendment No. 3 to Technology Development Agreement for SRAM/ASM Process Technology and Design between NKK Corporation and the Registrant dated February 16, 1995.(1)(2) 10.13 Restated Technology Development Agreement for 4Mb SRAM Process and Design between NKK Corporation and the Registrant dated May 26, 1992.(1)(2) 10.14 Amendment No. 1 to Restated Technology Development Agreement for 4Mb SRAM Process and Design between NKK Corporation and the Registrant dated October 23, 1992.(1)(2) 10.15 Amendment No. 2 to Restated Technology Development Agreement for 4Mb SRAM Process and Design between NKK Corporation and the Registrant dated October 30, 1992.(1) 10.16 Restated Technology Transfer and License Agreement 256K/1Mb SRAM Process and Design between NKK Corporation and the Registrant dated May 26, 1992.(1)(2) 10.17 Amendment No. 1 to Restated Technology Transfer and License Agreement 256K/1Mb SRAM Process and Design between NKK Corporation and the Registrant dated October 23, 1992.(1)(2) 10.18 Amendment No. 2 to Restated Technology Transfer and License Agreement 256K/1Mb SRAM Process and Design between NKK Corporation and the Registrant dated October 30, 1992.(1) 7 10.19 Amendment No. 3 to Restated Technology Transfer and License Agreement 256K/1Mb SRAM Process and Design between NKK Corporation and the Registrant dated August 16, 1994.(1)(2) 10.20 Agreement on 1M SRAM Sales Right and OEM Supply and Modification of Existing Agreements between NKK Corporation and the Registrant dated April 18, 1995.(1)(2) 10.21 Marketing and Resale Agreement between the Registrant and National Semiconductor Corporation dated October 13, 1994.(1)(2) 10.22 License and Manufacturing Agreement between the Registrant and Atmel Corporation dated April 28, 1995.(1)(2) 10.23 Patent License Agreement between the Registrant and American Telephone and Telegraph Company dated December 13, 1990.(1) 10.24 Amended and Restated Registration Rights Agreement between the Registrant and certain stockholders of the Registrant dated April 28, 1995.(1) 10.25 Amended Warrant for 50,000 shares of Common Stock of the Registrant issued to ACMA Limited on June 23, 1994.(1) 10.26 Warrant for 100,000 shares of Common Stock transferred by ACMA Limited to Chiang Lam on December 9, 1994.(1) 10.27 Warrant for 50,000 shares of Common Stock issued by the Registrant to ACMA Limited on January 25, 1995 between the Registrant and Atmel Corporation.(1) 10.28 Warrant for 350,000 shares of Common Stock of the Registrant transferred by ACMA Limited to Atmel Corporation on May 1, 1995.(1) 10.29 Loan and Security Agreement between the Registrant and Greyrock Business Credit dated February 28, 1995.(1) 10.30 Amendment to Loan Documents between the Registrant and Greyrock Business Credit dated April 7, 1995.(1) 10.31 Amendment to Loan Documents between the Registrant and Greyrock Business Credit dated May 1, 1995.(1) 10.32 Form of Indemnification Agreement.(1) 10.33 General Release and Covenant Not to Sue dated May 24, 1995 between Anthony C. Langley and the Registrant.(1) 10.34 Stock Purchase Agreement dated as of April 28, 1995 between the Registrant and Atmel Corporation.(1) 10.35 Letter of Credit dated March 2, 1995 issued by Royal Bank of Canada Singapore on behalf of ACMA Limited in favor of Greyrock Business Credit.(1) 10.36 Observation Rights Agreement dated June 16, 1995 between ACMA Limited and the Registrant.(1) 8 10.37 Third Amendment to Office Building Lease between Sobrato Development Companies #871, a California limited partnership and the Registrant dated December 21, 1995.(3) 10.38 Loan and Security Agreement dated February 9, 1996 between Bank of the West and the Registrant.(3) 10.39 Loan and Security Agreement dated February 14, 1996 between the Registrant and the CIT Group/Equipment Financing, Inc.(4) 10.40 Agreement of Purchase and Sale of Assets dated as of November 7, 1996 between the Registrant and Orbit Semiconductor, Inc. Exhibits to this Agreement omitted from this report will be furnished to the Securities and Exchange Commission upon request.(6) 10.41 Wafer Manufacturing Agreement dated as of November 7, 1996 between the Registrant and Orbit Semiconductor, Inc.(6) 10.42 Promissory Note dated November 15, 1996 in the aggregate principal amount of $4,800,000 issued by Orbit Semiconductor, Inc. to the Registrant.(6) 10.43 Promissory Note dated November 15, 1996 in the aggregate principal amount of $1,000,000 issued by Orbit Semiconductor, Inc. to the Registrant.(6) 10.44 Office Building Lease Agreement dated December 26, 1996 between the Registrant, John Arrillaga, Trustee, UTA dated 7/20/77 and Richard T. Perry, Trustee, UTA dated 7/20/77.(8) 10.45 Loan and Security Agreement dated October 25, 1996 between the Registrant and Greyrock Business Credit.(8) 10.46 Employee letter agreement dated May 23, 1996 between the Registrant and Hans Olsen.(8) 10.47 Employee letter agreement dated May 24, 1996 between the Registrant and Bruce Campbell.(8) 10.48 Employee letter agreement dated May 23, 1996 between the Registrant and Gregory Roberts.(8) 10.49 Executive Compensation Agreement dated August 26, 1996 between the Registrant and Michael Gulett.(8) 11.1 Computation of Net Income (Loss) Per Share.(8) 23.1 Consent of Price Waterhouse LLP, Independent Accountants. 27.1 Financial Data Schedule.(8) - -------------------- (1) Incorporated by reference to Registration Statement on Form S-1 (Reg. No. 33-92390). (2) Confidential treatment granted as to certain portions. 9 (3) Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1995. (4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. (5) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996. (6) Incorporated by reference to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 1996. (7) Incorporated by reference to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 1997. (8) Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1996. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: April 30, 1997 PARADIGM TECHNOLOGY, INC. By /s/ Michael Gulett ----------------------------------------- Michael Gulett President and Chief Executive Officer 11 -----END PRIVACY-ENHANCED MESSAGE-----