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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 3)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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PYRAMID TECHNOLOGY CORPORATION
(NAME OF SUBJECT COMPANY)
PYRAMID TECHNOLOGY CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
747236107
(CUSIP NUMBER OF CLASS OF SECURITIES)
RICHARD H. LUSSIER
CHIEF EXECUTIVE OFFICER
PYRAMID TECHNOLOGY CORPORATION
3860 N. FIRST STREET
SAN JOSE, CALIFORNIA 95134
(408) 428-9000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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COPY TO:
LARRY W. SONSINI, ESQ.
DOUGLAS H. COLLOM, ESQ.
AARON J. ALTER, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(415) 493-9300
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This Amendment No. 3 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") of Pyramid Technology
Corporation, a Delaware corporation (the "Company"), filed with the Securities
and Exchange Commission on January 27, 1995, as amended by Amendment No. 1 to
Schedule 14D-9 as filed with the Securities and Exchange Commission on February
16, 1995 and Amendment No. 2 to Schedule 14D-9 as filed with the Securities and
Exchange Commission on February 24, 1995, relating to the offer (the "Offer")
to purchase all of the outstanding shares of the Company's Common Stock, par
value $.01 per share (the "Shares"), by Siemens Nixdorf Mid-Range Acquisition
Corp. ("Purchaser"), a Delaware corporation and an indirect wholly owned
subsidiary of Siemens Nixdorf Informationssysteme AG ("SNI AG"), a corporation
organized under the laws of the Federal Republic of Germany and a direct wholly
owned subsidiary of Siemens AG, a corporation organized under the laws of the
Federal Republic of Germany ("Siemens AG"), in each case at $16.00 per Share,
net to the seller in cash, without interest. All capitalized terms not
otherwise defined herein shall have the meanings given to such terms in the
Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended and supplemented as follows:
The Offer expired as scheduled at 12:00 midnight, New York City time, on
Wednesday, March 1, 1995. Based on a preliminary count, 12,970,000 Shares,
representing approximately 79.6% of the outstanding Shares, were tendered
pursuant to the Offer, either by physical delivery or pursuant to notices of
guaranteed delivery, and were accepted for payment at $16.00 net per Share in
cash. In addition to the Shares acquired pursuant to the Offer, SNI AG owns
2,717,743 Shares, representing approximately 16.7% of the outstanding Shares.
As a result, Purchaser and its affiliates own approximately 96.3% of the
outstanding Shares, which is a sufficient number of Shares to enable Purchaser
to effect the Merger without a vote or meeting of the Company's stockholders.
After the Merger SNI AG will indirectly own 100% of the Company. Shares which
were not tendered into the Offer will be converted automatically into the right
to receive $16.00 net per Share in cash. Purchaser intends to effect the Merger
as soon as possible. A press release issued by SNI AG on March 2, 1995
announcing the expiration of the Offer and the acceptance of validly tendered
Shares is attached hereto as Exhibit 99.7 and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
Exhibit 99.7 Form of Press Release issued by SNI AG on March 2, 1995.
2
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 2, 1995 PYRAMID TECHNOLOGY CORPORATION
/s/ JOHN S. CHEN
BY: _________________________________
JOHN S. CHEN
PRESIDENT AND CHIEF
OPERATING OFFICER
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EXHIBIT INDEX
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EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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Form of Press Release
issued by SNI AG on
99.7 March 2, 1995...........
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EXHIBIT 99.7
PRIVILEGED AND CONFIDENTIAL
ATTORNEY WORK PRODUCT
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Contact: Mr. Jochen Doering
Siemens Nixdorf
001 49 89 636-42700
Ms. Stacy Welsh
Pyramid
(408) 428-8298
For Immediate Release
SIEMENS NIXDORF INFORMATIONSSYSTEME AG COMPLETES
TENDER OFFER FOR PYRAMID TECHNOLOGY CORPORATION
NEW YORK, March 2, 1995 -- Siemens Nixdorf Informationssysteme AG
("SNI") announced today that it had completed its tender offer for Pyramid
Technology Corporation ("Pyramid") (NASD: PYRD). The tender offer was made by
Siemens Nixdorf Mid-Range Acquisition Corp. ("Siemens Mid-Range"), an indirect
wholly-owned subsidiary of SNI AG.
The tender offer expired as scheduled at 12:00 midnight, New York City
time, on Wednesday, March 1, 1995. Based on a preliminary count, 12,970,000
shares, representing approximately 79.6% of the outstanding shares of common
stock of Pyramid, were tendered pursuant to the tender offer, either by physical
delivery or pursuant to notices of guaranteed delivery, and were accepted for
payment at $16.00 net per share in cash. In addition to the Pyramid shares
acquired in the tender offer, SNI owns 2,717,743 Pyramid shares, representing
approximately 16.7% of the outstanding shares of common stock of Pyramid.
As a result, Siemens Mid-Range and its affiliates own approximately
96.3% of the outstanding shares of common stock of Pyramid, which is a
sufficient number of shares to enable Siemens Mid-Range to merge into Pyramid
without a vote or meeting of Pyramid's stockholders. After the merger, SNI will
indirectly own 100% of Pyramid. Shares of Pyramid which were not tendered into
the offer will be converted automatically into the right to receive $16.00 net
per share in cash. Siemens Mid-Range intends to effect the merger as soon as
possible.
