<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 3
Under the Securities Exchange Act of 1934
PYRAMID TECHNOLOGY CORPORATION
------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
747236107
--------------------------------------
(CUSIP Number)
Siemens Nixdorf Informationssysteme, AG
Heinz-Nixdorf-Ring 1
33102 Paderborn
Federal Republic of Germany
Attention: G. Schulmeyer
Telephone: 011-49-89-636-48400
----------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copies to:
E. Robert Lupone, Esq. Peter D. Lyons, Esq.
Siemens Corporation Shearman & Sterling
1301 Avenue of the Americas 599 Lexington Avenue
New York, New York 10019-6022 New York, NY 10022
Telephone: (212) 258-4000 Telephone: (212) 848-4000
January 6, 1995
--------------------------------------
(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 13-d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this statement. [ ]
Page 1 of 39 Pages
<PAGE>
CUSIP No. 747236107 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SIEMENS NIXDORF INFORMATIONSSYSTEME, AG
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a member of a Group
(a) [ ]
-----------------------------------------------------------------
(b) [ ]
-----------------------------------------------------------------
(3) SEC Use Only
------------------------------------------------------------
(4) Source of Funds AF
-----------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
-----------------------------------------------------
(6) Citizenship or Place of Organization Federal Republic of Germany
----------------------------------
- ----------------
Number of (7) Sole Voting Power
--------------------------------------
Shares
Beneficially (8) Shared Voting Power 4,047,743
------------------------------
Owned by
Each (9) Sole Dispositive Power
---------------------------------
Reporting
Person (10) Shared Dispositive Power 4,047,743
------------------------------
With
- ----------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743
----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by Amount in Row (11)
23.9%
-------------------------------------------------------------------------
(14) Type of Reporting Person CO
--------------------------------------------
Page 2 of 39 Pages
<PAGE>
CUSIP No. 747236107 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SIEMENS AKTIENGESELLSCHAFT
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a member of a Group
(a) [ ]
-------------------------------------------------------------------
(b) [ ]
-------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------
(4) Source of Funds WC
-----------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e). [ ]
----------------------------------------
(6) Citizenship or Place of Organization Federal Republic of Germany
----------------------------------
- ----------------
Number of (7) Sole Voting Power
---------------------------------------
Shares
Beneficially (8) Shared Voting Power 4,047,743
------------------------------
Owned by
Each (9) Sole Dispositive Power
----------------------------------
Reporting
Person (10) Shared Dispositive Power 4,047,743
------------------------------
With
- ----------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743
---------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by Amount in Row (11)
23.9%
-------------------------------------------------------------------------
(14) Type of Reporting Person CO
------------------------------------------
Page 3 of 39 Pages
<PAGE>
This Amendment No. 3 amends and supplements the Statement on Schedule
13D filed with the Securities and Exchange Commission (the "Commission") on
August 31, 1994 by Siemens Nixdorf Information Systems, Inc., a Massachusetts
corporation ("SNI"), and Siemens Aktiengesellschaft, a corporation organized
under the laws of the Federal Republic of Germany ("Siemens AG"), as amended
by Amendment No. 1 thereto filed on September 15, 1994 by SNI and Siemens AG,
and as further amended by Amendment No. 2 thereto filed on December 1, 1994 by
Siemens Nixdorf Informationssysteme, AG, a corporation organized under the
laws of the Federal Republic of Germany ("SNI AG"), and Siemens AG (as so
amended, the "Schedule 13D"). This Amendment No. 3 is filed with respect to the
common stock, par value $.01 per share (the "Common Stock"), of Pyramid
Technology Corporation, a Delaware corporation (the "Issuer"). The following
amendments to Items 4, 6 and 7 of the Schedule 13D are hereby made. Unless
otherwise defined in this Amendment No. 3, all capitalized terms shall have the
meanings ascribed to them in the Schedule 13D.
Pursuant to Rule 101(a)(1)(iii) of Regulation S-T of the Commission,
this Amendment No. 3 has been submitted electronically to the Commission. As
the filing of this Amendment No. 3 is the first electronic submission relating
to the Schedule 13D, pursuant to Rule 101(a)(2)(ii) of Regulation S-T, the text
of the Schedule 13D as originally filed and the text of Amendment No. 1 and
Amendment No. 2 thereto have also been submitted electronically to the
Commission on the date hereof as exhibits to this Amendment No. 3.
Item 4. Purpose of the Transaction.
- ------ --------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with
- ------ -------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
Items 4 and 6 of the Schedule 13D are hereby amended and
supplemented by adding thereto the following:
On August 21, 1994, the Issuer and SNI entered into the Common Stock
and Warrant Purchase Agreement (the "Purchase Agreement") pursuant to which, on
September 13, 1994, SNI purchased (i) 2,000,000 shares of Common Stock and (ii)
a warrant (the "Warrant") to purchase up to 1,330,000 shares of Common Stock for
an aggregate purchase price of $17,250,000. Subsequently, SNI transferred to
SNI AG the 2,000,000 shares of Common Stock and the Warrant. In connection
with such transfer, SNI AG assumed all of SNI's rights and obligations under
the Purchase Agreement and the Registration Rights Agreement, dated as of
September 13, 1994, between the Issuer and SNI.
Pursuant to the terms of Section 7.1 of the Purchase Agreement, until
September 1, 1996 (or unless earlier terminated for certain enumerated reasons),
SNI AG and its affiliates shall be permitted to hold voting stock representing
up to, but no more than, 25% of the total potential voting power (as defined in
the Purchase Agreement) of the Issuer, and neither SNI AG nor any of its
affiliates shall acquire any voting stock or make a tender, exchange or other
offer, without the written consent of the Issuer, if the effect of such
acquisition or offer would be to increase the voting power of all voting stock
then owned by SNI AG or its affiliates to more than 25% of the total potential
voting power of the Issuer. The Purchase Agreement was previously filed as
Exhibit 1 to the Schedule 13D and is incorporated herein by reference in
its entirety.
Attached hereto as Exhibit 4, and incorporated herein by reference in
its entirety, is a letter, dated January 6, 1995, addressed to the Issuer from
SNI AG, in which SNI AG requested the written consent of the Issuer to permit
SNI AG to make an offer to acquire the Issuer in a merger transaction in which
the stockholders of the Issuer would receive $15 in cash for each share of
Common Stock. The letter stated that SNI AG wished to enter into immediate
discussions with the Issuer's senior management concerning its request and
indicated that Gerhard Schulmeyer, SNI AG's President and
Page 4 of 39 Pages
<PAGE>
Chief Executive Officer, together with SNI AG's legal and financial advisors,
stood ready to meet with the Issuer's senior management and advisors to begin
such discussions.
On January 8, 1995, the Issuer notified SNI AG that the Issuer has
granted its consent to permit SNI AG to make an offer to acquire the Issuer
solely for the purpose of allowing the parties to engage in discussions
concerning a negotiated merger transaction. There can be no assurances that any
such offer or discussions will result in the parties entering into a definitive
merger agreement. On January 9, 1995, the Issuer and SNI AG jointly issued a
press release relating to the events described above. Such press release is
attached hereto as Exhibit 5 and is incorporated herein by reference in its
entirety.
Except as set forth herein, Siemens AG and its affiliates have not
formulated any plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount
of the assets of the Issuer or any of its subsidiaries, (d) any change in the
present Board of Directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Board, (e) any material change in the Issuer's present
capitalization or dividend policy, (f) any other material change in the Issuer's
business or corporate structure, (g) any change in the Issuer's certificate of
incorporation or bylaws or other instrument corresponding thereto or other
action which may impede the acquisition of control of the Issuer by any person,
(h) causing a class of the Issuer's securities to be deregistered or delisted,
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration or (j) any action similar to any of those enumerated above.
Item 7. Material to be Filed as Exhibits
- ------ --------------------------------
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the
following to the end thereof:
EXHIBIT 99.4 Letter dated January 6, 1995, from
Gerhard Schulmeyer, President and Chief Executive
Officer of SNI AG, to Richard Lussier,
Chairman and Chief Executive Officer of the Issuer.
EXHIBIT 99.5 Press Release issued jointly on January 9,
1995 by the Issuer and SNI AG.
EXHIBIT 99.6 Text of the Schedule 13D as originally
filed on August 31, 1994.
EXHIBIT 99.7 Text of Amendment No. 1 to the Schedule 13D.
EXHIBIT 99.8 Text of Amendment No. 2 to the Schedule 13D.
Page 5 of 39 Pages
<PAGE>
Signature
---------
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: January 9, 1995 SIEMENS NIXDORF INFORMATIONSSYSTEME, AG
By: /s/ Gerhard Schulmeyer
----------------------------------------------------
Name: Gerhard Schulmeyer
Title: President, CEO
SIEMENS AKTIENGESELLSCHAFT
By: /s/ Adrienne Whitehead
---------------------------------------------------
Name: Adrienne Whitehead
Title: Attorney-in-Fact
Page 6 of 39 Pages
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
===================================================================================
<S> <C> <C>
Exhibit 1 Common Stock and Warrant Purchase Agreement dated as *
of August 21, 1994, among the Issuer and SNI
Exhibit 2 Form of Warrant. *
Exhibit 3 Power of Attorney dated August 25, 1994 executed by *
Gunther Moeser and Friedhelm Knippertz, each as
Executive Director of Siemens AG
Exhibit 99.4 Letter, dated January 6, 1995, from Gerhard Schulmeyer, 8
President and CEO of SNI AG, to Richard Lussier,
Chairman and Chief Executive Officer of the Issuer.
Exhibit 99.5 Press Release issued jointly on January 9, 1995 by the 10
Issuer and SNI AG
Exhibit 99.6 Text of the Schedule 13D as originally filed on August 11
31, 1994
Exhibit 99.7 Text of Amendment No. 1 to the Schedule 13D 26
Exhibit 99.8 Text of Amendment No. 2 to the Schedule 13D 31
===================================================================================
</TABLE>
___________________
* Previously filed.
Page 7 of 39 Pages
<PAGE>
EXHIBIT 99.4
GERHARD SCHULMEYER
President and Chief Executive Officer
Siemens Nixdorf Informationssysteme, AG
JANUARY 6, 1995
VIA FACSIMILE AND COURIER
- -------------------------
Mr. Richard H. Lussier
Chairman & Chief Executive Officer
Pyramid Technology Corporation
3860 N. First Street
San Jose, California 95134
Dear Richard:
Since our additional investment and related agreements concluded in
the summer of 1994, we have discussed different options for enhancing the
cooperation between our companies. Based on these discussions, it is my
understanding that Pyramid Technology Corporation ("Pyramid" or the "Company")
believes a 100% acquisition by Siemens Nixdorf to be the preferred option for
achieving the potential synergies that we all recognize exist. Having carefully
considered the matter further, we have now concluded that the combination of
Siemens Nixdorf's mid-range activities with the Company maximizes these
synergies and results in a much more effective competitor than either could be
on a stand-alone basis.
Accordingly, we are writing to request the written consent of the
Company to permit Siemens Nixdorf to make an offer to acquire Pyramid in a
merger transaction in which your stockholders would receive $15 in cash for each
outstanding share of the Company's common stock. As you know, Section 7.1 of
the Common Stock and Warrant Purchase Agreement dated as of August 21, 1994
between Pyramid and Siemens Nixdorf prohibits the making of an acquisition offer
by Siemens Nixdorf without the prior written consent of Pyramid. More
importantly, we are only interested in pursuing a transaction that has the
endorsement of the Company's Board of Directors.
Based on our familiarity with the Company and our knowledge of the
industry and the marketplace, we believe, and our financial advisors concur,
that such a $15 offer price would represent a full and fair value for the
Company and should be enthusiastically supported by both your Board of Directors
and stockholders. In fact, such an offer price would represent a premium of
over 40% above the weighted average closing price of the Company's common stock
both for the last calendar quarter and calendar year 1994.
Page 8 of 39 Pages
<PAGE>
If the Company's Board of Directors were to grant its consent, our
offer would not be conditioned upon our obtaining financing (although, of
course, it would be subject to required regulatory approvals and other customary
conditions).
We would like very much to enter into immediate discussions with both
you and John Chen concerning our request. I stand ready to meet with the two of
you and your advisors over this weekend in Chicago to begin these discussions.
Our legal and financial advisors will also be available as necessary.
As part of these discussions, we look forward to exploring ways to
preserve the Company's strong entrepreneurial culture and to recognize the past
and future contribution of your talented engineering team and other key
employees to the Company's success. We have given some thought to the kinds of
compensation plans that would create the right incentives for your employees and
preserve the Company's culture of innovation and excellence. Obviously, we will
want to work together with the Company's management in formulating suitable
compensation plans and targets.
If you and John think it would be helpful, I would also be pleased to
meet on short notice with members of your engineering team and other key
employees to discuss our vision for the combined operation and their role in it.
Although we would have preferred not to disclose publicly the contents
of this letter, our lawyers advise us that we are obligated under applicable
securities laws to do so. As a result, we will be filing a copy of this letter
on Monday with the Securities and Exchange Commission.
We ask that you and your Board of Directors consider our request
promptly so that we may make our offer, which we believe would position the
Company and its employees for an exciting future while maximizing value for its
stockholders.
Sincerely,
/s/ Gerhard Schulmeyer
Page 9 of 39 Pages
<PAGE>
EXHIBIT 99.5
PRESS RELEASE
-------------
FOR IMMEDIATE RELEASE
---------------------
PYRAMID AND SIEMENS NIXDORF ANNOUNCE ACQUISITION DISCUSSIONS
SAN JOSE, CA AND PADERBORN, GERMANY, January 9, 1995. Pyramid Technology
Corporation (Pyramid) (NASD: PYRD) and Siemens Nixdorf Informationssysteme AG
(SNI), a wholly owned subsidiary of Siemens AG, jointly announced today that
they have entered into discussions regarding a possible acquisition of Pyramid
by SNI.
On Friday, January 6, 1995, SNI had requested the consent of Pyramid, which
is required under an existing agreement between the parties, to permit SNI to
make an offer to acquire Pyramid in a negotiated merger transaction in which
Pyramid stockholders would receive $15 a share in cash.
Pyramid has granted such consent solely for the purpose of allowing the
parties to engage in discussions concerning a negotiated transaction. Pyramid
confirmed that it has not agreed to the terms of SNI's letter. No assurances
can be made by either party that they will be able to reach a definitive merger
agreement or of the terms thereof.
SNI currently owns over 17% of Pyramid and has a warrant to acquire up to
an additional 7% of Pyramid. SNI currently licenses Pyramid's Unix operating
system for massively parallel processing (MPP) and purchases the related MPP
hardware product (known as MESHine) under an OEM agreement.
SNI, Paderborn, Germany, is a systems partner with universal expertise in
the field of information technology. It is one of the world's largest companies
in this area and is the largest supplier of information technology of European
origin. In the past fiscal year (October 1, 1993 to September 30, 1994), SNI
had revenues of more than U.S. $7.3 billion. SNI has a workforce of more than
39,000 and is represented in 45 countries.
SNI is a separate legal unit within the Siemens organization. In the
fiscal year 1993/94, Siemens AG had worldwide sales of more than U.S. $51
billion. Founded in 1847, the company numbers among the world's largest
electrical and electronics companies.
Founded in 1981, Pyramid develops scalable enterprise servers that
deliver high quality, high performance solutions for mid-range to high-end of
the open systems market. Pyramid provides data center-class support for
business critical environments, complemented by a full suite of professional
programs and support tools that help customers successfully implement scalable
enterprise computing. In the past fiscal year (October 1, 1993 to September 30,
1994), Pyramid had revenues of approximately $218 million. Pyramid has a
workforce of approximately 850 employees.
CONTACTS:
Mr. Kent Robertson
Senior Vice President, Chief Financial Officer
Pyramid Technology Corporation
Telephone: 408-428-9000
Mr. Jochen Doering
Vice President, Corporate Communications
Siemens Nixdorf Informationssysteme, AG
Telephone: 011-49-89-636-42700
Page 10 of 39 Pages
<PAGE>
Exhibit 99.6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PYRAMID TECHNOLOGY CORPORATION
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
747236107
(CUSIP number)
Siemens Nixdorf Information Systems, Inc.
200 Wheeler Road
Burlington, Massachusetts 01803
(617) 273-0480
Attention: G. Schulmeyer
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copies to:
E. Robert Lupone, Esq.
Siemens Corporation
1301 Avenue of the Americas
New York, N.Y. 10019
Telephone: (212) 258-4208
August 21, 1994
(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 (X).
Page 11 of 39 Pages
<PAGE>
CUSIP No. 747236107
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SIEMENS NIXDORF INFORMATION SYSTEMS, INC.
---------------------------------------------------------------------------
04-2454451
---------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See instructions)
(a)
---------------------------------------------------------------------------
(b)
---------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------
---------------------------------------------------------------------------
(4) Sources of Funds (See Instructions) AF
---------------------------------------
---------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e).
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(6) Citizenship or Place of Organization Massachusetts
------------------------------------
---------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
---------------------------------------
Shares
---------------------------------------------------------------
Beneficially (8) Shared Voting Power 717,743
-------------------------------------
Owned by
---------------------------------------------------------------
Each (9) Sole Dispositive Power
---------------------------------------------------------------
Reporting
---------------------------------------------------------------
Person (10) Shared Dispositive Power 717,743
--------------------------------
With
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743
--------------
(Reporting person disclaims beneficial ownership of 3,330,000 shares).
---------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
---------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 24.2% (Reporting person
------------------------
disclaims beneficial ownership of 3,330,000 shares)
---------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
-------------------------------
Page 12 of 39 Pages
<PAGE>
CUSIP No. 747236107
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SIEMENS AKTIENGESELLSCHAFT
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See instructions)
(a)
---------------------------------------------------------------------------
(b)
---------------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------
---------------------------------------------------------------------------
(4) Sources of Funds (See Instructions) WC
---------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e).
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(6) Citizenship or Place of Organization Federal Republic of Germany
--------------------------------------
---------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
----------------------------------------
Shares
----------------------------------------------------------------
Beneficially (8) Shared Voting Power 717,743
-------------------------------
Owned by
----------------------------------------------------------------
Each (9) Sole Dispositive Power
------------------------------------
Reporting ----------------------------------------------------------------
Person (10) Shared Dispositive Power 717,743
-------------------------------
With
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743
----------------------------------------------------------------------
(Reporting person disclaims beneficial ownership of 3,330,000 shares).
----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
---------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 24.2% (Reporting person
-----------------------
disclaims beneficial ownership of 3,330,000 shares).
--------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------
Page 13 of 39 Pages
<PAGE>
Item 1. Security and Issuer
-------------------
The class of equity securities to which this Statement on Schedule 13D
relates is the common stock, par value $.01 per share (the "Common Stock"), of
Pyramid Technology Corporation (the "Issuer"), a Delaware corporation, with its
principal executive offices located at 3860 N. First Street, San Jose,
California 95134.
Item 2. Identity and Background
-----------------------
This statement is being filed by Siemens Nixdorf Information Systems,
Inc., a Delaware corporation ("SNI") and Siemens Aktiengesellschaft, a
corporation organized under the laws of the Federal Republic of Germany
("Siemens A.G.").
SNI has its principal office at 200 Wheeler Road, Burlington,
Massachusetts 01803. SNI's principal business is designing, developing,
manufacturing, purchasing, marketing, selling and leasing computer systems,
products and peripherals. SNI is a wholly-owned subsidiary of Siemens Nixdorf
Informationssysteme, A.G., a corporation organized under the laws of the Federal
Republic of Germany ("SNI A.G."). SNI A.G. is a wholly-owned subsidiary of
Siemens A.G.
SNI A.G. has its principal office at Heinz-Nixdorf-Ring 1, 33102
Paderborn, Federal Republic of Germany. SNI A.G.'s principal business is the
design, development, manufacture, purchase, marketing, leasing and selling of a
wide range of information technology equipment.
Siemens A.G. has its principal office at Wittelsbacherplatz 2, D-80333
Munich, Federal Republic of Germany. Siemens A.G.'s principal business is the
design, development, manufacture and marketing of a wide variety of electrical
and electronics systems.
The directors and executive officers of SNI and Siemens A.G. are set
forth on Schedules I and II, respectively, attached hereto. Schedules I and II
set forth the following information with respect to each such person:
(i) name;
(ii) business address (or residence where indicated);
Page 14 of 39 Pages
<PAGE>
(iii) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted; and
(iv) citizenship.
During the last five years, neither SNI, SNI A.G., Siemens A.G., nor
any person named in Schedule I or II 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
judgment, 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 or Other Consideration
-------------------------------------------------
No funds were required in connection with the execution and delivery
of the Common Stock and Warrant Purchase Agreement dated as of August 21, 1994,
between Issuer and SNI (the "Purchase Agreement"). The Purchase Agreement is
described in Items 4 and 6 and is attached as Exhibit 1. The Warrant is
described in Items 4 and 6 and is attached as Exhibit 2.
It is expected that if the acquisition of the shares of Common Stock
and Warrant as contemplated by the Purchase Agreement is consummated, the funds
for purchasing such Shares of Common Stock and the Warrant would be supplied
from the working capital of SNI or its affiliates. The total amount of funds
required to purchase the shares of Common Stock and Warrant is $17,250,000. The
total amount of funds needed to purchase all shares of Common Stock subject to
the Warrant is $13,300,000.
Item 4. Purpose of Transaction
----------------------
On August 21, 1994, the Issuer and SNI entered into the Purchase
Agreement pursuant to which SNI has agreed to purchase 2,000,000 shares of
Common Stock and the Warrant for $17,250,000. The Purchase Agreement is subject
to certain closing conditions described in Item 6, including, among others,
obtaining all regulatory approvals and the execution of OEM and Licensing
Agreements pursuant to which SNI will license Pyramid's UNIX operating system
for massively parallel processing ("MPP") and will purchase the related MPP
hardware product known as MESHine.
SNI intends to acquire the Common Stock and the Warrant for the
purpose of making an investment in the Issuer and not with the present intention
of acquiring control of the Issuer's business. Although upon consummation of
the shares of Common Stock SNI
Page 15 of 39 Pages
<PAGE>
will have the right to appoint one person to the Issuer's Board of Directors,
such right will not result in the Purchaser controlling the Board or the
Issuer's business. Assuming the transactions contemplated by the Purchase
Agreement are consummated, SNI also may acquire additional shares of Common
Stock pursuant to the Warrant, which terms are described in Item 6 below.
SNI from time to time intends to review its investment in the Issuer
on the basis of various factors, including the Issuer's business, financial
condition, results of operations and prospects, general economic and industry
conditions, the securities markets in general and those for the Issuer's
securities in particular, as well as other developments and other investment
opportunities. Based upon such review, SNI will take such actions in the future
as SNI may deem appropriate in light of the circumstances existing from time to
time. If SNI believes the further investment in the Issuer is attractive,
whether because of the market price of the Issuer's securities or otherwise, it
may acquire shares of Common Stock or other securities of the Issuer either by
exercising the Warrant, in the open market or in privately negotiated
transactions (subject to any applicable restrictions in the Purchase Agreement
on Purchaser's ability to purchase additional shares of the Issuer's
securities). Similarly, depending on market and other factors, SNI may
determine to dispose of some or all of the shares of Common Stock currently
owned by SNI or its affiliates or otherwise acquired by SNI either by exercising
the Warrant, in the open market or in privately negotiated transactions (subject
to any applicable restrictions in the Purchase Agreement on Purchaser's ability
to dispose of shares of the Issuer's securities).
Except as set forth in this Item 4 and in Item 6 below, SNI has not
formulated any plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary corporate
transaction involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of the Assets of the Issuer or any of its
subsidiaries, (d) any change in the present Board of Directors or management of
the Issuer, (e) any material change in the Issuer's capitalization or dividend
policy, (f) any other material change in the Issuer's business or corporate
structure, (g) any change in the Issuer's charter or bylaws or other instrument
corresponding thereto or other action which may impede the acquisition of
control of the Issuer by any person, (h) causing a class of the Issuer's
securities to be deregistered or delisted, (i) a class of equity securities of
the Issuer becoming eligible for termination of registration or (j) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
------------------------------------
As previously disclosed in a Schedule 13G filed by Nixdorf Computer
A.G. (the predecessor to SNI A.G.) in February 1987, SNI A.G. is the beneficial
owner of 717,743 shares of Common Stock, representing approximately 5.3% of the
currently outstanding shares of Common Stock. SNI A.G. has voting and
dispositive power with
Page 16 of 39 Pages
<PAGE>
respect to such shares of Common Stock by virtue of its ownership. SNI A.G.
intends to transfer these shares of Common Stock to SNI. Through its indirect
ownership of SNI, Siemens A.G. may also be considered to be a beneficial owner
of these 717,743 shares of Common Stock, and may be deemed to have shared voting
and dispositive power with respect such shares of Common Stock.
If SNI were to acquire the 2,000,000 shares of Common Stock pursuant
to the Purchase Agreement, it would then beneficially own 2,717,743 shares of
Common Stock, or approximately 17.6% of the then outstanding shares of Common
Stock. If SNI were to acquire the Warrant pursuant to the Purchase Agreement,
and if it exercised the Warrant so as to acquire all of the 1,330,000 shares
subject to the Warrant, it would then beneficially own 4,047,743 shares of
Common Stock, or approximately 24.2% of the then outstanding shares of Common
Stock. In light of the conditions to the closing of the acquisition of the
shares of Common Stock and the Warrant contained in the Purchase Agreement as
described in Item 6, SNI and Siemens A.G. disclaim beneficial ownership of these
3,330,000 shares of Common Stock.
Except as described herein, neither SNI, SNI A.G., Siemens A.G. nor
any other person referred to in Schedules I and II attached hereto has acquired
or disposed of any shares of Common Stock during the past sixty days.
No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or proceeds from the sale of, any of the
Common Stock. Siemens A.G. through its indirect ownership of SNI, may be able
to influence decisions concerning the exercise of such power.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
As described in Item 4, SNI has agreed, subject to certain closing
conditions, to purchase 2,000,000 shares of Common Stock and the Warrant
pursuant to the Purchase Agreement. Pursuant to the Warrant, SNI shall have the
right, for up to one year after the closing, to acquire up to 1,330,000
additional shares of Common Stock for $10.00 per share or an aggregate purchase
price of $13,300,000.
Pursuant to the Purchase Agreement, the parties have agreed, among
other things, that if the closing occurs:
(1) As long as SNI holds shares of the Issuer's voting stock equal to
at least 5% of the voting power of all of the Issuer's
securities, SNI is entitled to appoint one person as a voting
member, at meetings of the
Page 17 of 39 Pages
<PAGE>
Issuer's Board of Directors, and to receive all documents and
other items delivered to the Board of Directors;
(2) The Issuer shall include SNI's nominee to the Board of Directors
in the Issuer's slate of nominees recommended by the Board or
management to stockholders for election at annual stockholder
meetings and the Issuer shall use its best efforts to cause
shares for which the Issuer's management or directors hold
proxies (or are otherwise entitled to vote) to vote in favor of
SNI's nominee to the Board;
(3) In the event that the Issuer decides to issue and sell additional
shares of its voting stock, the Issuer shall offer to sell to SNI
an amount of shares necessary to permit SNI to retain the same
percentage interest in the Issuer's voting stock that it held
prior to any such issuances; and
(4) Until September 1, 1996 (or unless earlier terminated for certain
enumerated reasons), (i) SNI and its affiliates shall be
permitted to hold voting stock of up to 25% of the total
potential voting power of the Issuer; (ii) SNI and its affiliates
shall vote all of its shares of the Issuer's voting stock in
accordance with the recommendation of the Issuer's Board of
Directors on all matters to be voted on by stockholders in not
less than the same proportion as the votes cast by the Issuer's
other stockholders (except that SNI may vote its voting stock as
it determines in its sole discretion for certain significant
events -- including, without limitation, liquidation,
dissolution, reclassification or merger of the Issuer); and (iii)
SNI and its affiliates shall not sell or transfer any of the
Issuer's voting stock they own except pursuant to various
restrictions and subject in certain cases to the Issuer's right
of first refusal to acquire such voting stock.
The Purchase Agreement provides the following conditions to be
satisfied prior to closing the transactions:
(a) all representations and warranties made by the parties shall be
true and correct in all material respects on the closing date
(b) all covenants of the parties shall have been performed or
compiled with in all material respects;
(c) the delivery by the Issuer of compliance certificates certifying
the conditions outlined in (a) and (b) above and the corporate
authorization of the transaction and of an opinion of Issuer's
counsel;
Page 18 of 39 Pages
<PAGE>
(d) there shall not be pending or threatened any order, injunction or
other action and there shall not be in effect any law or
regulation enjoining or prohibiting the transactions;
(e) the filing of all forms required under the Hart-Scott-Rodino Act
and the expiration or termination of all waiting periods
thereunder;
(f) there shall not have occurred or been discovered since July 1,
1994 any material adverse change in the condition (financial or
otherwise), result of operations, assets, liabilities, or
business of the Issuer and its subsidiaries, taken as a whole;
and
(g) the execution and delivery of the Warrant, the Registration
Rights Agreement and the OEM and License Agreements.
The foregoing description is a summary of certain terms of the
Purchase Agreement and the Warrant and is qualified in its entirety by reference
to such documents, which are attached as Exhibits 1 and 2.
Item 7. Material to be Filed as Exhibits.
--------------------------------
EXHIBIT 1 Common Stock and Warrant Purchase Agreement dated
as of August 21, 1994 among the Issuer and SNI.
EXHIBIT 2 Form of Warrant
EXHIBIT 3 Power of Attorney dated August 25, 1994 executed
by Gunther Moeser and Friedhelm Knippertz, each as Executive
Director of Siemens A.G.
Page 19 of 39 Pages
<PAGE>
Signature
- ---------
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
August 26th 1994 SIEMENS NIXDORF INFORMATION SYSTEMS, INC.
By: /s/ Gerhard Schulmeyer
----------------------
Name: Gerhard Schulmeyer
Title: Chairman
SIEMENS AKTIENGESELLSCHAFT
By: /s/ Adrienne Whitehead
----------------------
Name: Adrienne Whitehead
Title: Attorney-in-fact
Page 20 of 39 Pages
<PAGE>
SCHEDULE 1
----------
The name and position of the executive officers and members of the board of
directors of Siemens Nixdorf Information Systems, Inc. are set forth below.
Unless otherwise noted, each of these persons are citizens of the Federal
Republic of Germany, and the business address of each of these persons is 200
Wheeler Road, Burlington, Massachusetts 01803.
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP POSITION WITH SNI BUSINESS ADDRESS
- --------------------------- --------------------------- --------------------------
AND PRINCIPAL
---------------------------
OCCUPATION
---------------------------
<S> <C> <C>
Mr. Gerhard Schulmeyer Director, Chairman of SNI Siemens Nixdorf
and Member of the Board of Informationssysteme, A.G.
SNI A.G. Otto-Hahn-Ring 6
81730 Munich
Federal Republic of
Germany
Mr. Robert F. Hoogstraten Director of SNI; Siemens Nixdorf
Dutch Citizen Executive Vice Informationssysteme, A.G.
President of SNI AG Otto-Hahn-Ring 6
81730 Munich
Federal Republic of
Germany
Mr. Albert Heser Director of SNI and Siemens Corporation
President and CEO of 1301 Avenue of the
Siemens Corporation Americas
New York, NY 10019
Mr. Adrian Peters Director, President and CEO -
South African Citizen
Mr. Rolf-Gutamer Mallahn Executive Vice President -
and CEO
Mr. Jorg Himbe Vice President, -
Customer Service
Mr. Eberhard Petri Executive Vice President, -
Research & Development
Mr. Harry Hamilton Executive Vice President, -
U.S. Citizen Human Resources
</TABLE>
Page 21 of 39 Pages
<PAGE>
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP POSITION WITH SNI BUSINESS ADDRESS
- --------------------------- --------------------------- --------------------------
AND PRINCIPAL
---------------------------
OCCUPATION
---------------------------
<S> <C> <C>
Mr. Herbert Klein Vice President, -
U.S. Citizen Retail Systems
Mr. Joseph Maguire Vice President, -
U.S. Citizen UNIX Systems
</TABLE>
Page 22 of 39 Pages
<PAGE>
Schedule II
-----------
The name and position of each of the executive officers and members of
the managing board of directors of Siemens A.G. are set forth below. Unless
otherwise noted, each of these persons are citizens of the Federal Republic of
Germany.
<TABLE>
<CAPTION>
Name Position with Siemens A.G. Business Address
- ---- -------------------------- ----------------
and Principal Occupation
------------------------
<S> <C> <C>
Dr. Heinrich von Pierer Member, Chairman, Wittelsbacherplatz 2
President and CEO 8000 Munich 2
Federal Republic of Germany
Dr. Karl-Hermann Baumann Member, Head of Wittelsbacherplatz 2
Corporate Finance 8000 Munich 2
Federal Republic of Germany
Dr. Hans Baur Member, Head of Drives Hofmannstr. 51
and Standard Products, 8000 Munich 70
Medical Engineering, Federal Republic of Germany
Automotive Systems, SNI
AG and OSRAM Groups
Professor Dr. Hans Gunther Member, Head of Otto-Hahn-Ring 6
Danielmayer Corporate Research and 8000 Munich 83
Development Federal Republic of Germany
Dr. Erwin Hardt Member, Head of Public Hofmannstr. 51
Communication Networks 8000 Munich 70
Group Federal Republic of Germany
Mr. Adolf Huttl Member, Head of Power Hammerbacherstr. 12-14
Generation Group 8520 Erlangen
Federal Republic of Germany
Mr. Volker Jung Member, Head of Wittelsbacherplatz 2
International Regions 8000 Munich 2
Federal Republic of Germany
Mr. Eberhard Kill Member, Head of Werner-von-Siemens-Str. 50
Industrial 8520 Erlangen
and Building Systems Federal Republic of Germany
Group
</TABLE>
Page 23 of 39 Pages
<PAGE>
<TABLE>
<CAPTION>
Name Position with Siemens A.G. Business Address
- ---- -------------------------- ----------------
and Principal Occupation
------------------------
<S> <C> <C>
Mr. Jurgen Knorr Member, Head of Semi- Balanstr. 73
conductors Group 8000 Munich 80
Federal Republic of Germany
Professor Dr. Walter Member, Head of Im Gewerbepark D 80
Kunerth Automotive Systems Group 8400 Regensburg 12
Federal Republic of Germany
Dr. Horst Langer Member, Head of Werner-von-Siemens-Str. 50
Industrial 8520 Erlangen
and Building Systems and Federal Republic of Germany
Transportation Systems
Group
Mr. Werner Maly Member, Head of Henkestr. 127
Corporate Personnel 8520 Erlangen
Federal Republic of Germany
Mr. Peter Pribilla Member, Head of Private ROLM
Communication Networks 4900 Old Ironsides Drive
Group Santa Clara, California
95052
Mr. Juergen Radomski Member, Head of Medical Henkestr. 127
Engineering Group 8520 Erlangen
Federal Republic of Germany
Mr. Karl-Heiner Thomas Member, Head of Drive Werner-von-Siemens-Str. 50
and Standard Products 8520 Erlangen
Group Federal Republic of Germany
Dr. Guenter Wilhelm Member, Head of Power Hammerbachestr. 12-14
Generation Group 8520 Erlangen
Federal Republic of Germany
</TABLE>
Page 24 of 39 Pages
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
=================================================================
Exhibit No. Description Page
- ------------- -------------------------------------------- ----
No.
----
<S> <C> <C>
Exhibit 1 Common Stock and Warrant Purchase 16
Agreement dated as of August 21, 1994,
among the Issuer and SNI.
Exhibit 2 Form of Warrant 60
Exhibit 3 Power of Attorney dated August 25, 1994 68
executed by Gunther Moeser and Friedhelm
Knippertz, each as Executive Director of
Siemens A.G.
=================================================================
</TABLE>
Page 25 of 39 Pages
<PAGE>
EXHIBIT 99.7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
PYRAMID TECHNOLOGY CORPORATION
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
747236107
(CUSIP number)
Siemens Nixdorf Information Systems, Inc.
200 Wheeler Road
Burlington, Massachusetts 01803
(617) 273-0480
Attention: G. Schulmeyer
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copies to:
E. Robert Lupone, Esq.
Siemens Corporation
1301 Avenue of the Americas
New York, N.Y. 10019
Telephone: (212) 258-4208
September 13, 1994
(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 ( ).
Page 26 of 39 Pages
<PAGE>
CUSIP No. 747236107
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SIEMENS NIXDORF INFORMATION SYSTEMS, INC.
--------------------------------------------------------------------------
04-2454451
--------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
(a)
--------------------------------------------------------------------------
(b)
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------
--------------------------------------------------------------------------
(4) Sources of Funds (See Instructions) AF
--------------------------------------
--------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
-------------------------------------------------------------------
---------------------------------------------------------------------------
(6) Citizenship or Place of Organization Massachusetts
-----------------------------------
--------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
----------------------------------------
Shares ----------------------------------------------------------------
Beneficially (8) Shared Voting Power 4,047,743
---------------------------------------
Owned by ----------------------------------------------------------------
Each (9) Sole Dispositive Power
-----------------------------------
Reporting ----------------------------------------------------------------
Person (10) Shared Dispositive Power 4,047,743
----------------------------------
With
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743
--------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 24.2%
------------------------
(14) Type of Reporting Person (See Instructions) CO
---------------------------
Page 27 of 39 Pages
<PAGE>
CUSIP No. 747236107
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SIEMENS AKTIENGESELLSCHAFT
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
(a)
---------------------------------------------------------------------------
(b)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------
---------------------------------------------------------------------------
(4) Sources of Funds (See Instructions) AF
---------------------------------------
---------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
---------------------------------------------------------------------------
(6) Citizenship or Place of Organization Federal Republic of Germany
-------------------------------------
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
-----------------------------------------
Shares
----------------------------------------------------------------
Beneficially (8) Shared Voting Power 4,047,743
---------------------------------------
Owned by
----------------------------------------------------------------
Each (9) Sole Dispositive Power
------------------------------------
Reporting
----------------------------------------------------------------
Person (10) Shared Dispositive Power 4,047,743
-------------------------------
With
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743
--------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
---------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 24.2%
------------------------
(14) Type of Reporting Person (See Instructions) CO
----------------------------
Page 28 of 39 Pages
<PAGE>
This Amendment No.1 amends and supplements the statement on Schedule 13D filed
on August 31, 1994 (the "Schedule 13D") by Siemens Nixdorf Information Systems,
Inc., a Delaware corporation ("SNI"), and Siemens Aktiengesellschaft, a
corporation organized under the laws of the Federal Republic of Germany
("Siemens A.G."), with respect to the common stock, par value $.01 per share
(the "Common Stock") of Pyramid Technology Corporation (the "Issuer"). Items 4
and 5 of the Schedule 13D are amended as follows:
Item 4. Purpose of Transaction
----------------------
On September 13, 1994, the Issuer and SNI completed the transactions
contemplated by the Purchase Agreement. SNI purchased 2,000,000 shares of
Common Stock and the Warrant for $17,250,000. In addition, SNI A.G. and the
Issuer executed OEM and Licensing Agreements pursuant to which SNI A.G. will
license Pyramid's UNIX operating system for massively parallel processing
("MPP") and will purchase the related MPP hardware product known as MESHine.
Item 5. Interest in Securities of the Issuer
------------------------------------
As a result of the completion of the transactions contemplated by the
Purchase Agreement, SNI A.G. beneficially owns 4,047,743 shares of Common Stock.
This includes 1,330,000 shares of Common Stock which SNI has the right to
acquire pursuant to the Warrant, which is exercisable at any time and from time
to time by SNI until September 12, 1995 at purchase price of $10.00 per share.
SNI has voting and dispositive power with respect to these 4,047,743
shares of Common Stock by virtue of this beneficial ownership. Through its
indirect ownership of SNI, Siemens A.G. may also be considered to be a
beneficial owner of these 4,047,743 shares of Common Stock, and may be deemed to
have shared voting and dispositive power with respect such shares of Common
Stock.
Page 29 of 39 Pages
<PAGE>
Signature
- ---------
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
September 12, 1994
SIEMENS NIXDORF INFORMATION SYSTEMS, INC.
By: /s/ Gerhard Schulmeyer
----------------------
Name: Gerhard Schulmeyer
Title: Chairman
SIEMENS AKTIENGESELLSCHAFT
By: /s/ Adrienne Whitehead
----------------------
Name: Adrienne Whitehead
Title: Attorney-in-fact
Page 30 of 39 Pages
<PAGE>
EXHIBIT 99.8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
SCHEDULE 13D
Amendment No. 2
Under the Securities Exchange Act of 1934
PYRAMID TECHNOLOGY CORPORATION
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
747236107
(CUSIP number)
Siemens Nixdorf Informationssysteme, A.G.
Heinz-Nixdorf-Ring 1
33102 Paderborn, Federal Republic of Germany
011-49-89-636-48400
Attention: G. Schulmeyer
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copies to:
E. Robert Lupone, Esq.
Siemens Corporation
1301 Avenue of the Americas
New York, N.Y. 10019
Telephone: (212) 258-4208
November 22, 1994
(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 (X).
Page 31 of 39 Pages
<PAGE>
CUSIP No. 747236107
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SIEMENS NIXDORF INFORMATIONSSYSTEME, A.G.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
(a)
---------------------------------------------------------------------------
(b)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------
---------------------------------------------------------------------------
(4) Sources of Funds (See Instructions) AF
----------------------------------------
---------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
---------------------------------------------------------------------------
(6) Citizenship or Place of Organization Federal Republic of Germany
------------------------------------
---------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
----------------------------------------
Shares ----------------------------------------------------------
Beneficially (8) Shared Voting Power 4,047,743
--------------------------------------
Owned by ----------------------------------------------------------
Each (9) Sole Dispositive Power
-----------------------------------
Reporting ----------------------------------------------------------
Person (10) Shared Dispositive Power 4,047,743
---------------------------------
With
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743.
--------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 24.2%
------------------------
(14) Type of Reporting Person (See Instructions) CO
-------------------------------
Page 32 of 39 Pages
<PAGE>
CUSIP No. 747236107
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SIEMENS AKTIENGESELLSCHAFT
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
(a)
---------------------------------------------------------------------------
(b)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------
---------------------------------------------------------------------------
(4) Sources of Funds (See Instructions) WC
---------------------------------------
---------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
---------------------------------------------------------------------------
(6) Citizenship or Place of Organization Federal Republic of Germany
--------------------------------------
---------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
-----------------------------------------
Shares ----------------------------------------------------------------
Beneficially (8) Shared Voting Power 4,047,743
--------------------------------------
Owned by ----------------------------------------------------------------
Each (9) Sole Dispositive Power
------------------------------------
Reporting ----------------------------------------------------------------
Person (10) Shared Dispositive Power 4,047,743
---------------------------------
With
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743
--------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
---------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 24.2%
------------------------
(14) Type of Reporting Person (See Instructions) CO
----------------------------
Page 33 of 39 Pages
<PAGE>
This Amendment No. 2 amends and supplements the statement on Schedule 13D filed
on August 31, 1994 and as amended by Amendment No. 1 to Schedule 13D filed on
September 15, 1994 (the "Schedule 13D") by Siemens Nixdorf Information Systems,
Inc., a Delaware corporation ("SNI"), and Siemens Aktiengesellschaft, a
corporation organized under the laws of the Federal Republic of Germany
("Siemens A.G."), with respect to the common stock, par value $.01 per share
(the "Common Stock") of Pyramid Technology Corporation (the "Issuer"). Items 2,
4 and 5 of the Schedule 13D are amended as follows:
ITEM 2. Identity and Background
-----------------------
This statement is being filed by Siemens Nixdorf Informationssysteme, A.G.,
a corporation organized under the laws of the Federal Republic of Germany ("SNI
A.G."), and Siemens Aktiengesellschaft, a corporation organized under the laws
of the Federal Republic of Germany ("Siemens A.G.").
SNI A.G. has its principal office at Heinz-Nixdorf-Ring 1, 33102 Paderborn,
Federal Republic of Germany. SNI A.G.'s principal business is the design,
development, manufacture, purchase, marketing, leasing and selling of a wide
range of information technology equipment. SNI A.G. is a wholly-owned
subsidiary of Siemens, A.G. and is the sole shareholder of SNI.
Siemens A.G. has its principal office at Wittelsbacherplatz 2, D-80333
Munich, Federal Republic of Germany. Siemens A.G.'s principal business is the
design, development, manufacture and marketing of a wide variety of electrical
and electronics systems.
The directors and executive officers of SNI A.G. are set forth on Schedule
I attached hereto. Schedule I sets forth the following information with respect
to each such person:
(i) name;
(ii) business address (or residence address where indicated);
(iii) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted; and
(iv) citizenship.
Information regarding the officers and directors of Siemens A.G. was previously
filed in Schedule II to the Schedule 13D filed on August 31, 1994.
Page 34 of 39 Pages
<PAGE>
During the last five years, neither SNI A.G. 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 judgment, 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 4. Purpose of Transaction
----------------------
SNI has transferred to SNI A.G. 2,000,000 shares of Common Stock and the
Warrant, both of which SNI acquired from the Issuer on September 13, 1994.
Additionally, SNI A.G. has assumed all of SNI's rights and obligations under the
Purchase Agreement and the Registration Rights Agreement between the Issuer and
SNI. As previously disclosed, on September 13, 1994 SNI A.G. and the Issuer
executed OEM and Licensing Agreements pursuant to which SNI A.G. will license
Pyramid's UNIX operating system for massively parallel processing ("MPP") and
will purchase the related MPP hardware product known as MESHine.
SNI A.G. has acquired the Common Stock and the Warrant for the purpose of
making an investment in the Issuer and not with the present intention of
acquiring control of the Issuer's business. Although upon consummation of the
shares of Common Stock SNI A.G. will have the right to appoint one person to the
Issuer's Board of Directors, such right will not result in SNI A.G. controlling
the Board or the Issuer's business. SNI A.G. also may acquire additional shares
of Common Stock pursuant to the Warrant, which terms have been previously
described in Schedule 13D filed on August 31, 1994.
SNI A.G. from time to time intends to review its investment in the Issuer
on the basis of various factors, including the Issuer's business, financial
condition, results of operations and prospects, general economic and industry
conditions, the securities markets in general and those for the Issuer's
securities in particular, as well as other developments and other investment
opportunities Based upon such review, SNI A.G. will take such actions in the
future as SNI A.G. may deem appropriate in light of the circumstances existing
from time to time. If SNI A.G. believes the further investment in the Issuer is
attractive, whether because of the market price of the Issuer's securities or
otherwise, it may acquire shares of Common Stock or other securities of the
Issuer either by exercising the Warrant, in the open market or in privately
negotiated transactions (subject to any applicable restrictions in the Purchase
Agreement on SNI A.G.'s ability to purchase additional shares of the Issuer's
securities). Similarly, depending on market and other factors, SNI A.G. may
determine to dispose of some or all of the shares of Common Stock currently
owned by SNI A.G. or its affiliates or otherwise acquired by SNI A.G. either by
exercising the Warrant, in the open market or in
Page 35 of 39 Pages
<PAGE>
privately negotiated transactions (subject to any applicable restrictions in the
Purchase Agreement on SNI A.G.'s ability to dispose of shares of the Issuer's
securities.)
Except as set forth in this Item 4, SNI A.G. has not formulated any plans
or proposals which relate to or would result in: (a) the acquisition by any
person of additional securities of the Issuer or the disposition of securities
of the Issuer, (b) an extraordinary corporation transaction involving the Issuer
or any of its subsidiaries, (c) a sale or transfer of a material amount of the
Assets of the Issuer or any of its subsidiaries, (d) any change in the present
Board of Directors or management of the Issuer, (e) any material change in the
Issuer's capitalization or dividend policy, (f) any other material change in the
Issuer's business or corporate structure, (g) any change in the Issuer's charter
or bylaws or other instrument corresponding thereto or other action which may
impede the acquisition of control of the Issuer by any person, (h) causing a
class of the Issuer's securities to be deregistered or delisted, (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration or (j) any action similar to any of those enumerated above.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
As previously disclosed in Schedule 13D filed on August 31, 1994 and
Amendment No. 1 thereto filed on September 15, 1994, prior to the acquisition of
2,000,000 shares of Common Stock and the Warrant by SNI, SNI A.G. was already
the beneficial owner of 717,743 shares of Common Stock, representing
approximately 5.3% of the currently outstanding shares of Common Stock. SNI
A.G. has voting and dispositive power with respect to such shares of Common
Stock by virtue of its ownership. It was originally contemplated that SNI A.G.
would transfer these 717,743 shares of Common Stock to SNI after the completion
of SNI's acquisition of 2,000,000 shares of Common Stock and Warrant.
As a result of the transfer from SNI to SNI A.G. of the 2,000,000 shares of
Common Stock and Warrant, SNI A.G. beneficially owns 4,047,743 shares of Common
Stock. This includes 1,330,000 shares of Common Stock which SNI A.G. has the
right to acquire pursuant to the Warrant, which is exercisable at any time and
from time to time by SNI A.G. until September 12, 1995 at a purchase price of
$10.00 per share.
SNI A.G. has voting and dispositive power with respect to these 4,047,743
shares by virtue of this beneficial ownership. Through its indirect ownership
of SNI A.G., Siemens A.G. may also be considered to be a beneficial owner of
these 4,047,743 shares of Common Stock, and may be deemed to have shared voting
and dispositive power with respect to such shares of Common Stock.
Page 36 of 39 Pages
<PAGE>
Except as described herein, neither SNI A.G. nor Siemens A.G. nor any other
person referred to in Schedule I attached hereto has acquired or disposed of any
shares of Common Stock during the past sixty days.
No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or proceeds from the sale of, any of the
Common Stock. Siemens A.G., through its indirect ownership of SNI A.G., may be
able to influence decisions concerning the exercise of such power.
Page 37 of 39 Pages
<PAGE>
Signature
- ---------
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
November 22, 1994
SIEMENS NIXDORF INFORMATIONSSYSTEME, A.G.
By: /s/ Gerhard Schulmeyer
----------------------
Name: Gerhard Schulmeyer
Title: Chairman
SIEMENS AKTIENGESELLSCHAFT
By: /s/ Adrienne Whitehead
----------------------
Name: Adrienne Whitehead
Title: Attorney-in-fact
Page 38 of 39 Pages
<PAGE>
SCHEDULE I
----------
The name and position of each of the executive officers and members of
the managing board of directors of Siemens Nixdorf Informationssysteme AG are
set forth below. Unless otherwise noted, each of these persons is a citizen of
the Federal Republic of Germany.
<TABLE>
<CAPTION>
=================================================================================
Name Position with Siemens Business Address
- ---- --------------------- ----------------
Nixdorf Informationssysteme
---------------------------
A.G. and Principal Occupation
-----------------------------
- ---------------------------------------------------------------------------------
<S> <C> <C>
Mr. Gerhard Schulmeyer Member, Chairman, President Otto-Hahn-Ring 6
and CEO 81739 Munich
Federal Republic of
Germany
Dr. Horst Nasko Member, Vice Chairman Otto-Hahn-Ring 6
Head of Corporate Application 81739 Munich
Software and Projects, Systems Federal Republic of
Strategy Germany
Mr. Guenther Goth Member Heinz-Nixdorf-Ring 6
Head of Corporate Human 33106 Paderborn
Resources Federal Republic of
Germany
Mr. Robert F. Hoogstraten Member Otto-Hahn-Ring 6
Dutch Citizen Head of Corporate Sales and 81739 Munich
Marketing Federal Republic of
Germany
Mr. Alfred Nowosad Member Otto-Hahn-Ring 6
Head of Corporation Finance 81739 Munich
and Controlling Federal Republic of
Germany
Dr. Hartwig Rogge Member Otto-Hahn-Ring 6
Head of Corporate 81739 Munich
Development and Production Federal Republic of
Germany
=================================================================================
</TABLE>
Page 39 of 39 Pages
