SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
DH TECHNOLOGY, INC.
(Name of Subject Company)
AX ACQUISITION CORPORATION
AND
AXIOHM S.A.
(Bidder)
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
23290610
(CUSIP Number of Class of Securities)
MR. PATRICK DUPUY
BP 675-1 A 9, RUE D'ARCUEIL
92542 MONTROUGE CEDEX, FRANCE
011-33-1-47-46-78-02
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
COPY TO:
HELEN R. FRIEDLI, P.C.
McDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, IL 60606-5096
This Amendment No. 3 amends the Tender Offer Statement on Schedule 14D-1
relating to the offer by AX Acquisition Corporation, a California corporation
("Purchaser") and an indirect wholly owned subsidiary of Axiohm S.A., a French
corporation ("Parent"), to purchase not less than 6,500,000 (representing 81.3%
of the outstanding Common Stock of DH Technology, Inc. as of July 11, 1997)
and not more than 7,000,000 (representing 87.6% of the outstanding Common
Stock of DH Technology, Inc. as of July 11, 1997) shares of Common Stock,
without par value (the "Shares"), of DH Technology, Inc., a California
corporation (the "Target"), at a price of $25 per Share, net to the seller
in cash, without interest, upon the terms and subject to the conditions set
forth in Purchaser's Offer to Purchase dated July 16, 1997 (the "Offer to
Purchase") and in the related Letter of Transmittal.
ITEM 10. ADDITIONAL INFORMATION.
(a) On August 13, 1997, Parent and Target issued a press release
announcing that, based on a preliminary count, a total of approximately
7,456,477 Shares were tendered (including tenders by notice of guaranteed
delivery) by the expiration of Purchaser's tender offer at midnight on
August 12, 1997 and that Purchaser expects to purchase 7,000,000 Shares
at the tender offer price of $25 per Share, on a pro rata basis. A copy
of the press release is attached hereto as Exhibit (a)(11) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press Release issued by Parent and Target on August 13, 1997.
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.
August 13, 1997
AX ACQUISITION CORPORATION
By: /s/ Patrick Dupuy
Patrick Dupuy, President
AXIOHM S.A.
By: /s/ Patrick Dupuy
Patrick Dupuy, President
EXHIBIT INDEX
EXHIBIT PAGE IN SEQUENTIAL
NO. NUMBERING SYSTEM
(a)(11) Press Release issued by Parent and Target on August 13, 1997
Exhibit 99.(A)(11)
FOR: DH Technology
APPROVED BY: Walter S. Sobon
Chief Financial Officer
(619) 451-3485
CONTACTS: Morgen-Walke Associates
Chris Danne, 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 expects to
purchase 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.
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 Morgen-Walke Associates, Inc. appears here]
