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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. One)*
ROSS Technology, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
778304 105
- --------------------------------------------------------------------------------
(CUSIP Number)
Michael H. Morris, Esq.
Sun Microsystems, Inc.
2550 Garcia Ave., Mountain View, CA 94043 (415) 960-1300
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 8, 1996
- --------------------------------------------------------------------------------
(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 [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
- ----------------------------- ------------------------------
CUSIP NO. 77830410 5 Page 2 of 8 Pages
------------- ----- -----
- ----------------------------- ------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sun Microsystems, Inc.
94-2805249
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | |
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
1,057,143
See items 4, 5 and 6
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,057,143
WITH See items 4, 5 and 6
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,057,143 See items 4, 5 and 6
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! 2 of 8
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. Security and Issuer
The class of equity securities to which this Amendment Number One to
Statement on Schedule 13D relates is the common stock, $.001 par value (the
"Common Stock") of ROSS Technology, Inc., a Delaware corporation ("ROSS"), with
its principal business and executive offices located at 5316 Highway 290 West,
Suite 500, Austin, Texas 78735-8930 and its telephone number is (512) 892-7802.
ITEM 2. Identity and Background
This Amendment Number One to Statement on Schedule 13D is being filed
by Sun Microsystems, Inc., a Delaware corporation (the "Company"). The Company's
principal business is the design, manufacture and sale of products, technologies
and services for technical and commercial network computing.
The Company's principal executive offices are located at 2550 Garcia
Avenue, Mountain View, California 94303.
The directors and executive officers of the Company are set forth on
Schedule I hereto. Schedule I sets forth the following information with respect
to each such person:
(i) name;
(ii) business address (or residence where indicated);
(iii) present principal occupation or employment and the name,
principal business and address of any corporation or
organization in which such employment is conducted.
All of the directors and executive officers of the Company are citizens
of the United States. No such director or officer of the Company holds any
shares of ROSS' Common Stock.
During the last five years, neither the Company 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 judgement, 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
This Amendment Number One to Statement on Schedule 13D relates to the
acquisition of 1,057,143 shares Common Stock (the "Shares"). The Company also
acquired a warrant to purchase additional shares of Common Stock (the "Warrant")
exercisable for a period of up to 180 days from November 10, 1995,
<PAGE>
which expired on May 8, 1996. The Shares and the Warrant were purchased directly
from ROSS simultaneously with the closing of ROSS' initial public offering of
4,557,143 shares of Common Stock on November 10, 1995 (the "Closing Date"). The
Company paid a price of $13.02 per share for the Shares for a total purchase
price of $13,740,001.86. The source of funds was the Company's general working
capital. See Item 4 hereof for a description of the Warrant and the number of
shares issuable upon exercise thereof.
ITEM 4. Purpose of Transaction
The Company purchased the Shares and the Warrant for investment
purposes. The Warrant, which expired on May 8, 1996, was exercisable at the
Company's option, subject to any necessary regulatory approvals, at an exercise
price of $13.02 per share for such number of shares such that, upon exercise,
the Company would have owned up to 9.9% of the outstanding Common Stock of ROSS
(including the Shares purchased at the Closing Date). According to the number of
shares of ROSS' Common Stock outstanding reported by ROSS in connection with its
initial public offering, if the Company had exercised the Warrant in full on the
Closing Date, the Company would have held a total of 2,122,003 shares of ROSS'
Common Stock or 9.9% of the outstanding shares of ROSS. Additionally, as
reported by ROSS, the number of shares that the Company had the right to
purchase under the Warrant would increase upon issuance of additional shares of
Common Stock by ROSS after November 6, 1995 (including upon exercise of stock
options by Roger D. Ross ("Mr. Ross") and other employees).
The Company did not exercise the Warrant and it expired on May 8, 1996.
Therefore, the Company holds a total of 1,057,143 shares of ROSS' Common Stock
or 4.5% of the outstanding shares of ROSS.
The foregoing description of the Warrant is qualified in all respects
by reference to the terms of the Warrant, a copy of which is attached as Exhibit
1 to the Company's Schedule 13D filed with the Securities and Exchange
Commission (the "Commission") on November 20, 1995.
The purchase of the Shares and the Warrant was governed by the terms
of the Securities Purchase Agreement by and between the Company and ROSS, a copy
of which is attached as Exhibit 2 to the Company's Schedule 13D filed with the
Commission on November 20, 1995 (the "Securities Purchase Agreement").
Other than as described in this Item 4 and in Item 6 below, the Company
has no plans or proposals which relate to, or may result in, (i) any acquisition
by any person of additional securities of ROSS, or any disposition of securities
of ROSS; (ii) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving ROSS or any of its subsidiaries; (iii)
any sale or transfer of a material amount of assets of ROSS or any of its
subsidiaries; (iv) any change in the present Board of Directors (the "Board") or
management of the Company, including any plans or proposals
<PAGE>
to change the number or term of directors or to fill any existing vacancies on
the Board; (v) any material change in the present capitalization or dividend
policy of ROSS; (vi) any other material change in ROSS' business or corporate
structure; (vii) any changes in ROSS' charter, bylaws, or other instruments
corresponding thereto or other actions which may impede the acquisition of
control of ROSS by any person; (viii) any delisting from a national securities
exchange or any loss of authorization for quotation in an inter-dealer quotation
system of a registered national securities association of a class of securities
of the Company; (ix) any termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), of
a class of equity securities of ROSS; or (x) any action similar to any of those
enumerated above. Notwithstanding the foregoing, and subject to any obligations
set forth in this Item 4 and Item 6 below, the Company reserves the right to
develop such plans or proposals related to any of the foregoing.
ITEM 5. Interest in Securities of the Issuer.
As a result of the expiration of the Warrant on May 8, 1996, the
Company presently beneficially owns 1,057,143 shares of ROSS' Common Stock (the
"Reported Shares"). See Item 4 above for a description of the terms of the
Warrant and the purchase of the Reported Shares. The Reported Shares currently
represent 4.5% of ROSS' outstanding Common Stock. Except as described in Item 6
below, the Company has sole power to vote or direct the voting and sole power to
dispose or direct the disposition of the Reported Shares. As discussed in Item 6
below, the Company disclaims beneficial ownership of any shares of ROSS' Common
Stock held by Fujitsu Limited ("Fujitsu") or Mr. Ross.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of Issuer.
Pursuant to the terms of a Shareholders' Agreement dated November 10,
1995 by and between the Company, Mr. Ross and Fujitsu (the "Shareholders'
Agreement"), the Company has been granted certain rights which are described as
follows:
The Company has been granted registration rights with respect to the
Shares held by the Company, including any shares of Common Stock that would be
acquired by the Company upon exercise of the Warrant.
In addition, the Shareholders' Agreement provides that subject to
certain conditions (a) ROSS shall, at the request of the Company, include an
individual designated by the Company (and reasonably acceptable to ROSS and
Fujitsu) in the slate of nominees recommended by the Board to shareholders for
election as directors at each annual meeting of shareholders of ROSS commencing
with the next occurring annual meeting of shareholders after the Closing Date;
(b) the Company shall take such action as may be required so that all shares of
Common Stock owned by the Company or any other corporation or entity that is an
affiliate of the Company (collectively, the "Company
<PAGE>
Group") are voted (i) in each election of directors, for the entire slate of
nominees recommended by the Board to ROSS shareholders and (ii) subject to
certain exceptions, on all other matters to be voted on by other holders of
Common Stock, unless ROSS otherwise consents in writing, in the same proportion
as the votes cast by other holders of Common Stock (other than members of the
Company Group); and (c) in each election of directors for which the Company is
entitled to have a nominee for election to the Board included on management's
slate, Fujitsu (subject to certain exceptions) and, so long as he owns at least
five percent (5%) of the outstanding shares of Common Stock, Mr. Ross, shall
vote all shares of Common Stock owned by it or him for the nominee to the Board
designated by the Company (provided that such designee is reasonably acceptable
to ROSS and Fujitsu). The Company may vote its shares in its sole discretion on
any of the following matters: (a) any proposed amendment to ROSS' certificate of
incorporation or bylaws (provided such bylaw amendment requires stockholder
approval), other than any such amendment which authorizes additional shares of
ROSS' capital stock; (b) any proposed recapitalization or liquidation of ROSS;
(c) any sale of ROSS requiring stockholder approval, including a sale of
substantially all of ROSS' assets; or (d) any other matter presented to the
stockholders of ROSS for their approval that the Company determines, in its good
faith judgment, to be materially adverse to its interests as a stockholder
(other than in a transaction that dilutes all shareholders proportionally).
Also, the Company has been granted the right, subject to certain
exceptions, to purchase additional shares of Common Stock as necessary to
maintain its percentage ownership of the Company. In addition, the Company has
been granted the opportunity to make an offer to acquire ROSS if at any time
ROSS' Board of Directors enters, or determines to enter, into negotiations with
respect to the sale of ROSS to a party other than Fujitsu, whether by way of
merger, sale of assets or otherwise. Also, the Shareholders' Agreement provides
for indemnification of certain losses, claims, damages or liabilities to the
extent they arise out of or are based on ROSS's recent initial public offering.
Pursuant to the terms of the Shareholders' Agreement, ROSS and Fujitsu
each have a right of first refusal, respectively, to first purchase shares of
ROSS's Common Stock to be sold by the Company, with certain exceptions, for the
three year period following the Closing Date. The Company has also agreed not to
sell its Shares (or any shares acquired upon exercise of the Warrant) for the
one year period following the Closing Date, subject to certain exceptions. In
addition, ROSS and Fujitsu each have the right to call any shares held by the
Company in the event that the Company ceases to be publicly committed to
maintaining SPARC as the principal microprocessor architecture for its products.
Furthermore, the parties would be entitled to alter terms of the relationship
described herein in the event that either party ceases to be committed to
maintaining SPARC as the principal microprocessor architecture for its products.
The foregoing description, of the Shareholders' Agreement is qualified
in all respects by reference to the terms of the Shareholders' Agreement, a copy
of which is attached as Exhibit 3 to the Company's Schedule 13D filed with the
Commission on November 20, 1995.
<PAGE>
The Company is also subject to a standstill agreement under the terms
of the Securities Purchase Agreement whereby the Company (including certain of
its executive officers listed on Schedule 1 hereto) may not collectively acquire
in excess of 9.9% of ROSS' outstanding Common Stock, except in certain
circumstances. This standstill obligation remains in effect for the three year
period following the Closing Date. In addition, subject to certain
circumstances, in the event that the Company should choose not to exercise the
Warrant, the Company may not acquire any additional shares of ROSS' Common
Stock, other than the Shares so purchased on the Closing Date, for the one year
period following the Closing Date. The foregoing description of the Securities
Purchase Agreement is qualified in all respects by reference to the Securities
Purchase Agreement.
Except for the Shareholders' Agreement and the Securities Purchase
Agreement and as otherwise disclosed in Items 4, 5 and 6 hereof, neither the
Company, nor any individual on Schedule 1 hereto, has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of ROSS, including, but not limited to,
transfer or voting of any securities, finders fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Despite the provisions of the Shareholders' Agreement, the Company does
not believe it would be deemed to constitute a "group" together with Fujitsu
and/or Mr. Ross (within the meaning of Section 13(d)(3) of the 1934 Act) for
purposes of determining beneficial ownership of shares of ROSS' Common Stock.
Additionally, the Company disclaims beneficial ownership of the shares of ROSS'
Common Stock beneficially owned by Fujitsu and Mr. Ross. Based on information
contained in ROSS' SEC filings, (i) Fujitsu was the beneficial owner of
14,078,571 shares of ROSS' Common Stock and (ii) Mr. Ross was the beneficial
owner of 1,625,926 shares of ROSS' Common Stock (which number excludes (A)
10,162 shares held either in the name of Mr. Ross' spouse or issuable to Mr.
Ross' spouse upon exercise of options held by Mr. Ross' spouse which are
exercisable within 60 days after the date of this Schedule 13D, and (B) 151,852
shares issuable to Mr. Ross upon exercise of options held by Mr. Ross that will
vest later than 60 days after the date of this Schedule 13D).
ITEM 7. Material to be Filed as Exhibits
1.* Warrant
2.* Securities Purchase Agreement
3.* Shareholders' Agreement
- -------------------
* Incorporated by reference to the Company's Schedule 13D filed with the
Commission on November 20, 1995.
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief,
we certify the information set forth in this Amendment Number One to Statement
on Schedule 13D is true, complete and correct.
May 17, 1996
SUN MICROSYSTEMS, INC.
/s/ MICHAEL H. MORRIS
By: __________________________________________
Michael H. Morris, Vice President
General Counsel and Secretary
<PAGE>
<TABLE>
SCHEDULE 1
SUN DIRECTORS
<CAPTION>
====================================================================================================================================
Name Business or Principal Occupation Name & Address of Corporation
Residence Address or Employment or other
Organization in which employed
====================================================================================================================================
<S> <C> <C> <C>
Scott McNealy Sun Microsystems, Inc. Chariman of the Board of Directors, Sun Microsystems, Inc.
2550 Garcia Ave. President and Chief Executive Officer 2550 Garcia Ave.
Mountain View, CA 94043 Mountain View, CA 94043
- ------------------------------------------------------------------------------------------------------------------------------------
L. John Doerr Kleiner, Perkins, Caufield & Byers General Partner Kleiner, Perkins, Caufield & Byers
2570 Sand Hill Road 2570 Sand Hill Road
Menlo Park, CA 94025 Menlo Park, CA 94025
- ------------------------------------------------------------------------------------------------------------------------------------
Judith L. Estrin Precept Software, Inc. President, Chief Executive Officer Precept Software, Inc.
21580 Stevens Creek Blvd., #207 and Director 21580 Stevens Creek Blvd., #207
Cupertino, CA 95014 Cupertino, CA 95014
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Robert J. Fisher The Gap, Inc. Executive Vice President & The Gap, Inc.
One Harrison Street Chief Operating Officer One Harrison Street
San Francisco, CA 94015 San Francisco, CA 94015
- ------------------------------------------------------------------------------------------------------------------------------------
Robert L. Long 220 Glen Garry Avenue Independent Management 220 Glen Garry Avenue
Melbourne Beach, FL 32951 Consultant Melbourne Beach, FL 32951
- ------------------------------------------------------------------------------------------------------------------------------------
M. Kenneth Oshman Echelon Systems Corp. Chairman of the Board of Directors, Echelon Systems Corp.
4015 Miranda Avenue President and Chief Executive Officer 4015 Miranda Avenue
Palo Alto, CA 94304 Palo Alto, CA 94304
- ------------------------------------------------------------------------------------------------------------------------------------
A. Michael Spence Stanford University Dean, Graduate School of Business Stanford University
Graduate School of Business Graduate School of Business
Stanford, CA 94305 Stanford, CA 94305
====================================================================================================================================
</TABLE>
<PAGE>
<TABLE>
SCHEDULE 1 (Cont.)
SUN OFFICERS
<CAPTION>
====================================================================================================================================
Name Business or Principal Occupation Name & Address of Corporation
Residence Address or Employment or other
Organization in which employed
====================================================================================================================================
<S> <C> <C> <C>
Scott McNealy Sun Microsystems, Inc. Chariman of the Board of Directors, Sun Microsystems, Inc.
2550 Garcia Ave. President and Chief Executive Officer, 2550 Garcia Ave.
Mountain View, CA 94043 Sun Microsystems, Inc. Mountain View, CA 94043
- ------------------------------------------------------------------------------------------------------------------------------------
Kenneth M. Alvares Sun Microsystems, Inc. Vice President, Human Resources, Sun Microsystems, Inc.
2550 Garcia Ave. Sun Microsystems, Inc. and 2550 Garcia Ave.
Mountain View, CA 94043 Corporate Executive Officer Mountain View, CA 94043
- ------------------------------------------------------------------------------------------------------------------------------------
Lawrence Hambly Sun Microsystems, Inc. President, SunService Division and Sun Microsystems, Inc.
2550 Garcia Ave. Corporate Executive Officer 2550 Garcia Ave.
Mountain View, CA 94043 Mountain View, CA 94043
- ------------------------------------------------------------------------------------------------------------------------------------
Michael E. Lehman Sun Microsystems, Inc. Vice President, Sun Microsystems, Inc.
2550 Garcia Ave. Chief Financial Officer, 2550 Garcia Ave.
Mountain View, CA 94043 Sun Microsystems, Inc., Mountain View, CA 94043
and Corporate Executive Officer
- ------------------------------------------------------------------------------------------------------------------------------------
Michael H. Morris Sun Microsystems, Inc. Vice President, General Counsel and Sun Microsystems, Inc.
2550 Garcia Ave. Secretary, Sun Microsystems, Inc. 2550 Garcia Ave.
Mountain View, CA 94043 Mountain View, CA 94043
- ------------------------------------------------------------------------------------------------------------------------------------
William J. Raduchel Sun Microsystems, Inc. Vice President, Corporate Planning Sun Microsystems, Inc.
2550 Garcia Ave. and Development and 2550 Garcia Ave.
Mountain View, CA 94043 Chief Information Officer. Mountain View, CA 94043
Sun Microsystems, Inc. and
Corporate Executive Officer
====================================================================================================================================
</TABLE>
<PAGE>
<TABLE>
SCHEDULE 1 (Cont.)
SUN OFFICERS
<CAPTION>
====================================================================================================================================
Name Business or Principal Occupation Name & Address of Corporation
Residence Address or Employment or other
Organization in which employed
====================================================================================================================================
<S> <C> <C> <C>
George Reyes Sun Microsystems, Inc. Vice President, Controller, Sun Microsystems, Inc.
2550 Garcia Ave. Sun Microsystems, Inc. 2550 Garcia Ave.
Mountain View, CA 94043 Mountain View, CA 94043
- ------------------------------------------------------------------------------------------------------------------------------------
Janpieter T. Sun Microsystems, Inc. President, SunSoft, Inc. and Sun Microsystems, Inc.
Scheerder 2550 Garcia Ave. Corporate Executive Officer 2550 Garcia Ave.
Mountain View, CA 94043 Mountain View, CA 94043
- ------------------------------------------------------------------------------------------------------------------------------------
Eric E. Schmidt Sun Microsystems, Inc. Vice President Chief Technology Sun Microsystems, Inc.
2550 Garcia Ave. Officer, 2550 Garcia Ave.
Mountain View, CA 94043 Sun Microsystems, Inc. and Mountain View, CA 94043
Corporate Executive Officer
- ------------------------------------------------------------------------------------------------------------------------------------
Chester J. Sun Microsystems, Inc. President, Sun Microsystems, Inc.
Silvestri 2550 Garcia Ave. SPARC Technology Business 2550 Garcia Ave.
Mountain View, CA 94043 and Corporate Executive Officer Mountain View, CA 94043
- ------------------------------------------------------------------------------------------------------------------------------------
Dorothy A. Terrell Sun Microsystems, Inc. President, Sun Express, Inc. Sun Microsystems, Inc.
2550 Garcia Ave. and Corporate Executive Officer 2550 Garcia Ave.
Mountain View, CA 94043 Mountain View, CA 94043
- ------------------------------------------------------------------------------------------------------------------------------------
Edward J. Zander Sun Microsystems, Inc. President, Sun Microsystems, Inc.
2550 Garcia Ave. Sun Microsystems Computer Co. 2550 Garcia Ave.
Mountain View, CA 94043 and Corporate Executive Officer Mountain View, CA 94043
====================================================================================================================================
</TABLE>
