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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3 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
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This Amendment No. 3 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 13, 1997, the Company and Axiohm S.A. issued a joint press
release, a copy of which is attached hereto as Exhibit (a)(10), announcing that,
based on a preliminary count, a total of approximately 7,456,000 shares of the
Company's Common Stock were tendered (including tenders by a notice of
guaranteed delivery) by the expiration of the tender offer by AX Acquisition
Corporation, an indirect wholly-owned subsidiary of Axiohm S.A., at midnight on
August 12, 1997. Axiohm has advised the Company that it expects to purchase
(through its subsidiary) 7,000,000 shares at the tender offer price of $25 per
share, on a pro rata basis. Based on the preliminary count, approximately 94%
of the shares validly tendered would be purchased.
Axiohm has advised the Company that (i) the preliminary count is subject to
final verification, (ii) the definitive proration factor is expected to be
announced on August 20, 1997 and (iii) checks will be mailed to tendering
shareholders promptly after such announcement.
Item 9. Material to be Filed as Exhibits.
Exhibit (a)(10) -- Form of Press Release dated August 13, 1997.*
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*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.
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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 13, 1997 DH TECHNOLOGY, INC.
By:/s/William H. Gibbs
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William H. Gibbs
Chairman of the Board
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EXHIBIT INDEX
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Exhibit No. Page No.
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(a)(10) -- Form of Press Release dated August 13, 1997
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Exhibit (a)(10)
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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
AXIOHM TENDER OFFER FOR DH TECHNOLOGY SUCCESSFUL
SAN DIEGO, CA/August 13, 1997 -- DH Technology, Inc. (Nasdaq: DHTK) and Axiohm
S.A. announced today that, based on a preliminary count, a total of
approximately 7,456,477 shares of DH Technology common stock were tendered
(including tenders by notice of guaranteed delivery) by the expiration of
Axiohm's tender offer at midnight on August 12, 1997. Axiohm will purchase
7,000,000 shares at the tender offer price of $25.00 per share, on a pro rata
basis. Based on the preliminary count, approximately 94% of the shares validly
tendered would be purchased.
The preliminary count is subject to final verification. The definitive
proration factor is expected to be announced on or about August 20, 1997.
Checks will be mailed to tendering stockholders promptly after such
announcement.
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]
