-----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, EQzVJZjMQ3QOM2C+qV/HOZGISUESPYcZiKlMsSAmMcFaBzBpLyJyyuZ4TWrWzPsh CnUUbXJzkRdqAWErR0Zy4g== 0000950008-97-000347.txt : 19971008 0000950008-97-000347.hdr.sgml : 19971008 ACCESSION NUMBER: 0000950008-97-000347 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971006 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971007 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: 8-K SEC ACT: SEC FILE NUMBER: 000-26124 FILM NUMBER: 97691759 BUSINESS ADDRESS: STREET 1: 694 TASMAN DR CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089540500 MAIL ADDRESS: STREET 1: 71 VISTA MONTANA CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 PARADIGM TECHNOLOGY FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 6, 1997 PARADIGM TECHNOLOGY, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-26124 770140882-5 - ---------------------------- ------------ ---------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification Number) 694 Tasman Drive, Milpitas, CA 95035 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (408) 954-0500 ------------------------------- (Registrant's telephone number, including area code) -1- Item 5. Other Events. ------------ SPECIAL MEETING OF STOCKHOLDERS On September 19, 1997, Paradigm Technology, Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting"), which was adjourned until September 26 1997. The Special Meeting reconvened on September 26, 1997, and all of the proposals submitted to the stockholders were approved. A copy of the Company's press release announcing the results of the Special Meeting is attached to this Current Report on Form 8-K. The stockholders approved the elimination of the restriction on the number of shares of Common Stock issuable upon conversion of the Company's 5% Series A Convertible Redeemable Preferred Stock (the "Series A Preferred Stock") by the following vote: For : 3,956,267 Against : 400,880 Abstain : 84,533 The net proceeds from the sale of the Series A Preferred Stock will be treated as stockholders' equity by the Company on its balance sheet as a result of the vote of the stockholders and the fact that the Company is no longer subject to mandatory redemption of the Series A Preferred Stock. The stockholders approved the elimination of the restriction on the number of shares of Common Stock issuable upon conversion of the Company's 5% Series B Convertible Redeemable Preferred Stock (the "Series B Preferred Stock") by the following vote: For : 3,921,317 Against : 433,430 Abstain : 86,933 The net proceeds from the sale of the Series B Preferred Stock will be treated as stockholders' equity by the Company on its balance sheet as a result of the vote of the stockholders and the fact that the Company is no longer subject to mandatory redemption of the Series B Preferred Stock. The stockholders approved a proposed transaction or series of transactions to sell up to 5,000,000 shares of Common Stock or Preferred Stock (convertible into Common Stock) and to grant rights to elect a majority of the directors of the Company, which might result in the issuance of more than 20% of the Company's outstanding Common Stock and a change in control of the Company by the following vote: For : 3,059,198 -2- Against : 1,294,051 Abstain : 88,431 Item 7. Financial Statements and Exhibits. --------------------------------- (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. 99.1 Press Release -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 6, 1997 PARADIGM TECHNOLOGY, INC. By /s/ David G. Campbell -------------------------------------- David G. Campbell Chief Financial Officer -4- EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release. -5- EX-99.1 2 PRESS RELEASE Exhibit 99.1 Paradigm Technology Stockholders Approve Proposals MILPITAS, Calif.--(BUSINESS WIRE)--(Oct. 3, 1997--Paradigm Technology Inc. (Nasdaq:PRDM) Friday announced that at a Special Meeting of Stockholders held on September 26, 1997, stockholders voted upon and approved the following proposals: 1) the elimination of the restriction on the number of shares of Common Stock issuable upon conversion of the Company's 5 Percent Series A Convertible Redeemable Preferred Stock, 2) the elimination of the restriction on the number of shares of Common Stock issuable upon conversion of the Company's 5 Percent Series B Convertible Redeemable Preferred Stock, and 3) a proposed transaction or series of transactions to sell up to 5,000,000 shares of Common Stock or Preferred Stock (convertible into Common Stock) and to grant rights to elect a majority of the directors of the Company, which might result in the issuance of more than 20 Percent of the Company's outstanding Common Stock and a change in control of the Company. The approval by the stockholders of proposal numbers 1 and 2 will allow for the full conversion of the Company's Series A Preferred Stock and the Series B Preferred Stock into Common Stock. In addition, the Company will no longer be subject to mandatory redemption of its Series A Preferred Stock or Series B Preferred Stock. Approval of proposal number 3 will allow the Company to raise additional capital. With headquarters in Milpitas, Paradigm Technology designs, develops and markets high-speed, high-density SRAM semiconductor devices to meet the needs of advanced telecommunications, networking, workstations, high-performance PCs, advanced modems and complex military/aerospace applications. The Company focuses on high-performance, sub-10ns SRAMs where its technology and product design leadership can best be utilized. Paradigm maintains a web site at www.prdm.com. CONTACT: Paradigm Technology Inc., Milpitas Michael Gulett, 408/954-0500 or Self & Associates Trudy M. Self, 818/880-5437 -6- -----END PRIVACY-ENHANCED MESSAGE-----