<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
AMENDMENT NO. 1 (FINAL AMENDMENT) TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 1 TO
SCHEDULE 13D
----------------
NETFRAME SYSTEMS INCORPORATED
(Name of subject company)
PAYETTE ACQUISITION CORPORATION
MICRON ELECTRONICS, INC.
(Bidders)
----------------
COMMON STOCK, $0.001 PAR VALUE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
----------------
64-1106109
(CUSIP Number of Class of Securities)
----------------
STEVEN P. ARNOLD, ESQ., VICE-PRESIDENT AND GENERAL COUNSEL
MICRON ELECTRONICS, INC.
900 E. KARCHER ROAD, NAMPA, IDAHO 83687
208-893-3434
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on behalf of Bidders)
----------------
COPY TO:
DENNIS R. DEBROECK, ESQ.
DAVID W. HEALY, ESQ.
FENWICK & WEST LLP
TWO PALO ALTO SQUARE, PALO ALTO, CALIFORNIA 94036
415-494-0600
===============================================================================
<PAGE>
SCHEDULE 14D-1
CUSIP NO. 64-1106109 PAGE 2 OF 6 PAGES
1. Name of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
Payette Acquisition Corporation
84-1411333
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds AF
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
[_]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting
Person
Directly: 8,775,554 shares of Common Stock.
- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes [_]
Certain Shares
N/A
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
62.8% of outstanding Common Stock (based on 13,978,445
shares of Common Stock issued and outstanding as of
July 21, 1997).
- --------------------------------------------------------------------------------
10.Type of Reporting Person
CO
<PAGE>
SCHEDULE 14D-1
CUSIP NO. 64-1106109 PAGE 3 OF 6 PAGES
1. Name of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
Micron Electronics, Inc.
41-1404301
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds WC
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
[_]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Minnesota
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting
Person
Directly: 8,775,554 shares of Common Stock.
- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes [_]
Certain Shares
N/A
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
62.8% of outstanding Common Stock (based on 13,978,445
shares of Common Stock issued and outstanding as of
July 21, 1997).
- --------------------------------------------------------------------------------
10.Type of Reporting Person
CO
<PAGE>
This Amendment No. 1 (Final Amendment) amends and supplements the Tender
Offer Statement on Schedule 14D-1 filed with the Securities and Exchange
Commission on June 16, 1997 (as amended hereby, this "STATEMENT") by Payette
Acquisition Corporation ("PURCHASER"), a Delaware corporation and a wholly
owned subsidiary of Micron Electronics, Inc. ("MICRON"), a Minnesota
corporation and a majority owned subsidiary of Micron Technology, Inc.
("MTI"), a Delaware corporation. This Statement relates to Purchaser's offer
to purchase all outstanding shares of Common Stock, par value $.001 per share
(the "SHARES") of NetFRAME Systems Incorporated (the "COMPANY"), a Delaware
corporation, at a price of $1.00 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in Purchaser's Offer to
Purchase dated June 16, 1997 (the "OFFER TO PURCHASE") and in the related
Letter of Transmittal (which together constitute the "OFFER"), copies of which
have been filed as Exhibits (a)(1) and (a)(2), respectively, to this
Statement.
In accordance with General Instruction F to Schedule 14D-1, this Amendment
No. 1 also constitutes a statement on Schedule 13D with respect to the
acquisition by Purchaser of the Shares as more fully described below and the
Schedule 13D with respect to the Stock Option Agreement, dated as of June 10,
1997 (the "STOCK OPTION AGREEMENT"), entered into between the Company and
Micron. A copy of the Stock Option Agreement has been filed as Exhibit (c)(2)
to this Statement.
The item number and responses thereto below are in accordance with the
requirements of Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the Introduction and Section 8
("Certain Information Concerning Purchaser, Micron and MTI") of the Offer to
Purchase is incorporated herein by reference.
The Offer expired at 12:00 midnight, New York City Time, Monday, July 14,
1997. Purchaser was advised by Norwest Bank Minnesota, N.A., the Depositary
for the Offer, that based on a preliminary count 8,771,829 Shares, or
approximately 63% of the outstanding Shares of the Company (including Shares
tendered subject to guarantees of delivery or receipt of additional
documentation), were tendered in response to the Offer. The results of the
Offer were publicly announced in a press release on Tuesday, July 15, 1997, a
copy of which is attached as Exhibit (a)(10) to this Statement.
On Friday, July 18, 1997, Purchaser accepted for payment and purchased a
total of 8,775,554 Shares (including 394,690 Shares delivered subject to
guarantees of delivery) constituting all Shares validly tendered and not
properly withdrawn pursuant to the Offer. The Shares purchased represent
approximately 62.8% of the 13,978,445 Shares of the Company outstanding on
such date.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the Introduction and Section 8 ("Certain
Information Concerning Purchaser, Micron and MTI"), Section 10 ("Background of
the Offer, Contacts with the Company; the Merger Agreement; the Stock Option
Agreement; and the Technology License Agreement") and Section 11 ("Purpose of
the Offer; Plans for the Company After the Offer and the Merger; and
Stockholder Approval and Appraisal") of the Offer to Purchase is incorporated
herein by reference.
Pursuant to the Stock Option Agreement, the Company granted to Micron an
option (the "COMPANY STOCK OPTION") to purchase shares of the Company's Common
Stock representing a 19.9% equity stake in the Company. Upon Purchaser's
consummation of the Offer and purchase of Shares on Friday, July 18, 1997, the
Company Stock Option granted Micron under the Stock Option Agreement
terminated as provided in Section 2.(c)(i) thereof.
ITEM 10. ADDITIONAL INFORMATION.
(a) The information set forth in Section 17 ("Employment Agreements") of the
Offer to Purchase is incorporated herein by reference.
4
<PAGE>
(b) and (c) The information set forth in Section 15 ("Certain Legal Matters:
Regulatory Approvals") of the Offer to Purchase is incorporated herein by
reference.
(d) Not applicable.
(e) The information set forth in Section 15 ("Certain Legal Matters:
Regulatory Approvals") of the Offer to Purchase is incorporated herein by
reference
(f) The information set forth in the Offer to Purchase is incorporated
herein by reference.
On June 27, 1997, Micron's request for early termination of the waiting
period under the pre-merger notification requirement of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 with respect to the Offer and follow-on
merger was granted.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<C> <S>
*(a)(1) Form of Offer to Purchase dated June 16, 1997.
*(a)(2) Form of Letter of Transmittal.
*(a)(3) Form of Notice of Guaranteed Delivery.
*(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Nominees.
*(a)(5) Form of Letter to Clients.
*(a)(6) Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
*(a)(7) Summary Advertisement as published in the Wall Street Journal on June
16, 1997.
*(a)(8) Text of Press Release by Micron and the Company dated June 10, 1997.
*(a)(9) Text of Press Release by Micron dated June 16, 1997.
(a)(10) Text of Press Release by Micron dated July 15, 1997.
(b) None.
*(c)(1) Agreement and Plan of Merger, dated as of June 10, 1997, among Micron,
Purchaser and the Company.
*(c)(2) Stock Option Agreement, dated as of June 10, 1997, between the Company
and Micron.
*(c)(3) Technology License Agreement, dated June 10, 1997, between the Company
and Micron, and all of its subsidiaries and other affiliates.
*(c)(4) Employment Term Sheets, dated June 9, 1997, between the Company and
each of Robert L. Puette, Bulent Erbilgin and Terry Hartsfield and
dated June 10, 1997, between the Company and Steven Huey.
(d) None.
(e) Not applicable.
(f) None.
</TABLE>
- --------
* Previously filed.
5
<PAGE>
SIGNATURE
After due 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.
July 28, 1997
Payette Acquisition Corporation
By: /s/ T. Erik Oaas
----------------------------------
Name: T. Erik Oaas
Title: President
Micron Electronics, Inc.
By: /s/ Joseph M. Daltoso
----------------------------------
Name: Joseph M. Daltoso
Title: President, Chief Executive
Officer and Chairman
6
<PAGE>
EXHIBIT (a)(10)
MICRON ELECTRONICS, INC. ANNOUNCES SUCCESSFUL TENDER OFFER FOR
NETFRAME SYSTEMS INCORPORATED
Nampa, Idaho, July 15, 1997--Micron Electronics, Inc. (Nasdaq: MUEI) today
announced that 8,771,829 shares, or approximately 63% of the outstanding
shares of NetFRAME Systems Incorporated (Nasdaq: NETF), were tendered for
$1.00 per share in cash in response to Micron's tender offer which closed at
12:00 midnight, New York City time on July 14, 1997, based on a preliminary
count by NorWest Bank Minnesota, the depository. The tendered shares (which
include shares subject to guarantees of delivery or receipt of additional
documentation) will be purchased in accordance with the terms of the offer.
Micron Electronics will proceed with the necessary steps to complete the
merger of NetFRAME with Payette Acquisition Corporation, a wholly owned
subsidiary. Micron's request for early termination of the waiting period
applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, was previously granted. A special meeting of
NetFRAME's shareholders is expected to be held at the end of August, with the
merger to follow shortly thereafter. Pursuant to the merger, any shares of
NetFRAME Common Stock not tendered and purchased pursuant to the tender offer
will be converted into the right to receive $1.00 per share in cash.
"We are very pleased with the results of the tender offer and look forward
to integrating NetFRAME into Micron Electronics," said Joe Daltoso, Chairman
and CEO of Micron Electronics. "NetFRAME's highly available and scaleable
enterprise servers will augment Micron Electronics' current product offerings
to the corporate marketplace. By combining NetFRAME's leading edge technology
for the high-end corporate user with Micron Electronics' strong position in
providing sophisticated desk top and notebook PCs directly to consumer and the
small office home office (SOHO) market, we can offer a complete solution for
the computing needs of our customers."
NetFRAME Systems Incorporated, founded in 1987, is a leader in enterprise-
class multiprocessor servers offering continuous availability and scalability
while supporting industry standard software. NetFRAME's servers provide a
competitive price-performance alternative to networked server proliferation
and are field upgradeable as customers' needs grow. NetFRAME ClusterSystems
are sold through resellers and system integrators worldwide. For information,
contact NetFRAME via the World Wide Web at www.netframe.com, or call 408/474-
1000.
Micron Electronics, Inc. and its subsidiaries manufacture electronic
products and provide services for a wide range of computing and digital
applications. The Company develops, markets, manufactures and supports PC
systems for consumer, business, government and educational use. In addition,
Micron Custom Manufacturing Services, Inc., a subsidiary of Micron
Electronics, Inc., provides custom contract manufacturing services to original
equipment manufacturers. SpecTek, a division of Micron Electronics, Inc.,
processes and markets various grades of DRAM products under the SpecTek brand
name. Micron Electronics, Inc. common stock trades on the Nasdaq Stock Market
under the symbol MUEI. The Company is majority owned by Micron Technology,
Inc. Product information is available by calling 1-800-776-4518 or via the
Company's home page on the Internet at http://www.micronpc.com/
This press release contains forward looking statements within the meaning of
the federal securities laws. Such forward looking statements are subject to a
number of risks and uncertainties which would cause actual results to differ
materially from those projected. Such risks and uncertainties include, without
limitation, industry competition, fluctuating market pricing for computer and
semi-conductor memory products, fluctuating component costs, changes in
product mix, seasonal cycles common in the PC industry, the timing of new
product introductions by the Company and its competitors, seasonal government
purchasing cycles, inventory obsolescence, failure of the Company to succeed
in its strategies with respect to NetFRAME, the effect of product reviews and
industry awards, critical component availability, manufacturing and production
constraints,
<PAGE>
and the timing of orders from and the shipments to OEM customers. Additional
risks are detailed in the Company's filings with the Securities and Exchange
Commission, including its report on Form 10-Q for the quarter ended May 29,
1997, and its prospectus supplement dated February 12, 1997. The Company may,
from time to time, make additional written and oral forward looking
statements, including statements contained in the Company's filings with the
Securities and Exchange Commission in its report to shareholders. The Company
does not undertake to update any forward looking statement that may be made
from time to time by or on behalf of the Company. Readers should carefully
review the section entitled "Certain Factors" in the documents the Company
files from time to time with the Securities and Exchange Commission.
# # #
(C)1997 Micron Electronics, Inc. All rights reserved.
1-800-209-9686
