<PAGE>
As filed with the Securities and Exchange Commission on March 17, 1994
Registration No. 33-____________
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
PYRAMID TECHNOLOGY CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 94-2781589
(State of Incorporation) (I.R.S. Employer Identification No.)
3860 N. First Street
San Jose, California 95134
(Address of principal executive offices)
_______________
AMENDED 1982 INCENTIVE STOCK OPTION PLAN
AMENDED AND RESTATED DIRECTORS' OPTION PLAN
(Full title of the Plans)
_______________
ALLAN D. SMIRNI
Vice President,
General Counsel
Pyramid Technology Corporation
3860 N. First Street
San Jose, California 95134
(408) 428-8486
(Name, address and telephone number of agent for service)
_______________
__________________________________________________________________________
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<PAGE>
__________________________________________________________________________
CALCULATION OF REGISTRATION FEE
__________________________________________________________________________
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price per Offering Registration
Registered Registered Share* Price* fee
__________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value
to be issued
under Amended
1982 Incentive
Stock Option
Plan.......... 650,000 $14.00 $9,100,000 $3,137.93
Common Stock,
$.01 par value,
to be issued
under Amended and
Restated Directors'
Option Plan.... 60,000 $14.00 $ 840,000 $ 289.66
TOTAL........ $9,940,000 $3,427.59
</TABLE>
__________________________________________________________________________
* Estimated in accordance with Rule 457 (h) solely for the purpose of
calculating the registration fee on the basis of $14.00 per share, the
closing price of the Registrant's Common Stock as reported on the
NASDAQ National Market System on March 14, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference
There are hereby incorporated by reference in this
Registration Statement the following documents and
information heretofore filed with the Securities and
Exchange Commission:
(a) Pursuant to Rule 429 under the Securities Act of 1933,
as amended, this Registration Statement also relates to the
Registrant's previous Registration Statements on Form S-8
Nos. 33-3806, 33-7820, 33-13673, 33-19169, 33-17001,
33-27983, 33-40276, 33-50184, and 33-59102 in addition to
this Registration Statement.
(b) The Company's Annual Report on Form 10-K for the year
ended September 30, 1993, filed pursuant to Section 13 or
Section 15 (d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act").
(c) The Company's definitive proxy statement dated
December 3, 1993 filed pursuant to Section 14 of the 1934
Act.
(d) The Company's quarterly report on Form 10-Q for the
quarter ended December 31, 1993, filed pursuant to Section
13 or Section 15 (d) of the 1934 Act.
(e) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A, filed
June 2, 1986, pursuant to Section 12 of the 1934 Act.
(f) The description of the Company's Common Stock Rights
contained in the Company's Registration Statement on Form
8-A, filed December 14, 1988, and Amendment No. 1 thereto as
filed July 15, 1991, pursuant to Section 12 of the 1934 Act.
All documents filed by the Company pursuant to Section 13
(a), 13 (c), 14 and 15 (d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part
hereof from the date of filing such documents.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Allan D. Smirni, Vice President and General Counsel, who is
rendering the opinion called for herein, owns 594 shares of
the Company's common stock, and holds options to purchase
43,105 shares of the Company's common stock.
Item 8. Exhibits.
Exhibit Number
4.1* Common Stock Rights Plan, as amended and restated.
5.1 Opinion of counsel as to legality of securities
being registered.
24.1 Consent of Independent Auditors.
24.3 Consent of Counsel (contained in Exhibit 5.1).
25.1 Power of Attorney (see page II-3).
________________
* Incorporated by reference to Amendment No. 1 to Form 8-A filed
July 15, 1991.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Pyramid Technology Corporation, a Delaware
corporation, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on
this 17th day of March, 1994.
PYRAMID TECHNOLOGY CORPORATION
By: /s/ Allan D. Smirni
Allan D. Smirni, Vice
President, General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard H.
Lussier and Allan D. Smirni, jointly and severally, his
attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file the
same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes,
may do or cause to be done by virtue hereof.
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Richard H. Lussier Director, Chairman March 17, 1994
Richard H. Lussier and Chief Executive
Officer (Principal
Executive Officer)
/s/ John S. Chen Director, President and March 17, 1994
John S. Chen Chief Operating Officer
/s/ Kent L. Robertson Senior Vice President and March 17, 1994
Kent L. Robertson Chief Financial Officer
/s/ Donald E. Guinn Director March 17, 1994
Donald E. Guinn
/s/ Clarence W. Spangle Director March 17, 1994
Clarence W. Spangle
/s/ George D. Wells Director March 17, 1994
George D. Wells
</TABLE>
<PAGE>
<PAGE>
CONSENT OF AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the 1982 Incentive
Stock Option Plan and Directors Option Plan of Pyramid Technology
Corporation and to the incorporation by reference therein of
our reports dated October 29, 1993, with respect to the
consolidated financial statements of Pyramid Technology
Corporation incorporated by reference in its Annual Report
(Form 10-K) for the year ended September 30, 1993 and the
related financial schedules included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG
Palo Alto, California
March 16, 1994
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number
Page
<S> <C>
4.1 Common Stock Rights Plan, as amended and restated *
5.1 Opinion of counsel as to legality of 11
securities being registered.
24.1 Consent of Independent Auditors. 9
24.3 Consent of Counsel (contained in Exhibit 5.1). 11
25.1 Power of Attorney (see page II-3). 5
</TABLE>
___________
* Incorporated by reference to Amendment No. 1 to Form 8-A filed
July 15, 1991.
<PAGE>
<PAGE>
OPINION AND CONSENT OF COUNSEL
I have examined the Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission on or
about March 17, 1994, (the "Registration Statement") in
connection with the registration under the Securities Act of
1933, as amended, of 650,000 shares of Pyramid Technology
Corporation Common Stock under the Amended 1982 Incentive
Stock Option Plan and 60,000 shares of Pyramid Technology
Corporation Common Stock under the Amended and Restated
Directors' Option Plan. Such shares of Common Stock are
referred to herein as the "Shares", and such plan is
referred to herein as the "Plan." As counsel for Pyramid
Technology Corporation, I have examined the proceedings
taken and am familiar with the proceedings proposed to be
taken in connection with the issuance and sale of the shares
pursuant to the Plan.
It is my opinion that, when issued and sold in the manner
described in the Plan and pursuant to the agreements which
accompany each grant under the Plan, the Shares will be
legally and validly issued, fully-paid and non-assessable.
I consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of my
name wherever appearing in the Registration Statement and
any amendments thereto.
Dated: March 17, 1994 /s/ Allan D. Smirni
Allan D. Smirni, Esquire
Vice President, General Counsel
Pyramid Technology Corporation
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