<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
AMENDMENT NO. 2 TO SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
DH TECHNOLOGY, INC.
(Name of Subject Company)
DH TECHNOLOGY, INC.
(Name of Person(s) Filing Statement)
Common Stock, without par value
(Title of Class of Securities)
23290610
(CUSIP Number of Class of Securities)
WILLIAM H. GIBBS
Chairman of the Board
15070 Avenue of Science
San Diego, California 92128
(619) 451-3485
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement)
Copies to:
HENRY P. MASSEY, JR., ESQ.
STEVEN L. BERSON, ESQ.
WILSON SONSINI GOODRICH & ROSATI,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300
================================================================================
<PAGE>
This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated July 16, 1997, filed by DH Technology, Inc.
(the "Company") in connection with the offer by AX Acquisition Corporation to
purchase no less than 6,500,000 and no more than 7,000,000 shares of Common
Stock, without par value, of the Company. Unless otherwise indicated, all terms
referred to herein shall have the same meaning as set forth in the Schedule
14D-9.
Item 8. Additional Information to be Furnished.
Item 8 is hereby amended to add the following paragraph:
On August 11, 1997, the Company and Axiohm S.A. issued a joint press
release, a copy of which is attached hereto as Exhibit (a)(9), announcing that
the Antitrust Division of the Department of Justice closed its investigation of
the tender offer by Axiohm S.A. for shares of the Company and that the Federal
Trade Commission had terminated the waiting period under the HSR Act.
Item 9. Material to be Filed as Exhibits.
Exhibit (a)(9) -- Form of Press Release dated August 11, 1997.*
- ---------------
*This document is being filed with the Securities and Exchange Commission and is
not being mailed to the stockholders. Copies are available, however, upon
written request to the Company at 15070 Avenue of Science, San Diego,
California, Attention: Secretary.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 11, 1997 DH TECHNOLOGY, INC.
By: /s/ William H. Gibbs
-------------------------
William H. Gibbs
Chairman of the Board
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Page No.
- ----------- --------
(a)(9) -- Form of Press Release dated August 11, 1997
<PAGE>
Exhibit (a)(9)
--------------
FOR: DH TECHNOLOGY
APPROVED BY: Walter S. Sobon
Chief Financial Officer
(619) 451-3485
CONTACTS: Morgan-Walke Associates
Chris Damme, Doug Sherk
(415) 296-7383
FOR IMMEDIATE RELEASE
FEDERAL TRADE COMMISSION TERMINATES WAITING PERIOD
ON AXIOHM'S TENDER OFFER FOR DH TECHNOLOGY
SAN DIEGO, CA/August 11, 1997 -- DH Technology, Inc. (Nasdaq: DHTK) ("DH") and
Axiohm S.A. ("Axiohm") today announced that the Antitrust Division of the
Department of Justice has closed its investigation of the tender offer by Axiohm
for shares of DH. Following that action, the Federal Trade Commission terminated
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976.
DH Technology designs, manufactures and distributes transaction printers
and mechanisms, magnetic and chip card readers, magnetic heads, impact
printheads, bar code printers, and related services and supplies, such as labels
and ribbons. The Company's products provide solutions for many diverse
applications, including freight and bar code labels, bank transactions,
point-of-sale receipts and gaming tickets. The Company employs a broad range of
technologies, including thermal, impact and laser printing, as well as magnetic
and electronic (chip) card reading technologies.
[Letterhead of Morgan-Walke Associates, Inc. appears here]
