SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 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. 2 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 11, 1997, Parent and Target issued a press release
announcing the termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. A copy of the press release is attached
hereto as Exhibit (a)(10) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press Release issued by Parent and Target on August 11, 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 11, 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)(10) Press Release issued by Parent and Target on August 11, 1997
Exhibit 99.(A)(10)
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
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 Morgen-Walke Associates, Inc. appears here]
