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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
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TRIKON TECHNOLOGIES, INC.
(NAME OF ISSUER)
TRIKON TECHNOLOGIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
7-1/8% CONVERTIBLE SUBORDINATED NOTES DUE 2001
SERIES G PREFERRED STOCK
WARRANTS TO PURCHASE COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
72753MAA7 (7-1/8% CONVERTIBLE SUBORDINATED NOTES DUE 2001)
(CUSIP NUMBER OF CLASS OF SECURITIES)
CHRISTOPHER D. DOBSON
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
TRIKON TECHNOLOGIES, INC.
RINGLAND WAY
NEWPORT, GWENT NP6 2TA
UNITED KINGDOM
011 441 633 414 115
(NAME, ADDRESS AND TELEPHONE NUMBER OF A PERSON AUTHORIZED TO RECEIVE NOTICES
ANDCOMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPIES TO:
MICHAEL J. KENNEDY, ESQ.
BROBECK, PHLEGER & HARRISON LLP
SPEAR STREET TOWER
ONE MARKET
SAN FRANCISCO, CA 94105
(415) 442-0900
APRIL 14, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDER)
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This Amendment No. 2 (this "Amendment") to the Issuer Tender Offer Statement
on Schedule 13E-4 (the "Statement") relates to (i) the offer by Trikon
Technologies, Inc., a California corporation (the "Company"), to exchange each
$1,000 principal amount of its 7- 1/8% Convertible Subordinated Notes due
October 15, 2001 into (a) 262.7339 shares of its Common Stock, (b) 34.7826
shares of its Series H Preferred Stock and (c) 0.3393 shares of its Series I
Preferred Stock; (ii) the solicitation by the Company of the conversion of
each share of its Series G Preferred Stock into one share of its Common Stock
in exchange for a conversion payment of 1.1251 shares of its Common stock and
0.0027 shares of its Series I Preferred Stock; and (iii) the offer by the
Company to exchange each warrant to purchase its Common Stock issued in
connection with the issuance of its Series G Preferred Stock into one share of
its Common Stock (collectively referred to as the "Exchange Offer"), each upon
the terms and subject to the conditions set forth in the Offering Circular
dated April 14, 1998 (the "Offering Circular"), the related Letters of
Transmittal, copies of which were attached to the Statement as Exhibits
(a)(1), (a)(2), (a)(6) and (a)(7), respectively, and Supplement No. 1, dated
April 27, 1998 ("Supplement No. 1"), to the Offering Circular, a copy of which
was attached to Amendment No. 1 as Exhibit (a)(11).
Holders of Notes, Series G Preferred Stock or Warrants should carefully
review all of the information contained in the Offering Circular and
Supplement No. 1 prior to making a decision with respect to the Exchange
Offer.
The Company hereby amends Items 1(b) and 8(e) of the Statement by
incorporating therein by reference the information in the Press Release, dated
May 12, 1998, which is attached hereto as Exhibit (a)(13), in addition to all
information set forth thereunder.
The Company hereby amends Item 9 of the Statement by amending and restating
it as follows:
Item 9. Material to be Filed as Exhibits.
(a)(1) Offering Circular dated April 14, 1998.*
(a)(2) Form of Note Consent and Letter of Transmittal.*
(a)(3) Form of Letter from the Company to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(4) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees to Clients.*
(a)(5) Form of Notice of Guaranteed Delivery.*
(a)(6) Form of Series G Conversion Notice and Letter of Transmittal.*
(a)(7) Form of Warrant Letter of Transmittal.*
(a)(8) Form of Letter to Holders of Series G Preferred Stock and Warrants.*
(a)(9) Press Release, dated April 2, 1998.*
(a)(10) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(11) Supplement No. 1 dated April 27, 1998 to the Offering Circular dated
April 14, 1998.*
(a)(12) Management Agreement, dated April 24, 1998 between the Company and B
III Capital Partners, L.P.*
(a)(13) Press Release, dated May 12, 1998.+
(a)(14) Notice to Shareholders of Proposed Issuance of Securities, dated May
11, 1998.+
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*Previously filed.
+Filed herewith.
2
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SIGNATURE
After due inquiry and to the best of the Company's knowledge and belief, the
undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: May 12, 1998
TRIKON TECHNOLOGIES, INC.
By: /s/ Christopher D. Dobson
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Name:Christopher D. Dobson
Title: Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER
EXHIBIT DESCRIPTION
(a)(1) Offering Circular dated April 14, 1998.*
(a)(2) Form of Note Consent and Letter of Transmittal.*
(a)(3) Form of Letter from the Company to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(4) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees to Clients.*
(a)(5) Form of Notice of Guaranteed Delivery.*
(a)(6) Form of Series G Conversion Notice and Letter of Transmittal.*
(a)(7) Form of Warrant Letter of Transmittal.*
(a)(8) Form of Letter to Holders of Series G Preferred Stock and Warrants.*
(a)(9) Press Release, dated April 2, 1998.*
(a)(10) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(11) Supplement No. 1 dated April 27, 1998 to the Offering Circular dated
April 14, 1998.*
(a)(12) Management Agreement, dated April 24, 1998 between the Company and B
III Capital Partners, L.P.*
(a)(13) Press Release, dated May 12, 1998.+
(a)(14) Notice to Shareholders of Proposed Issuance of Securities, dated May
11, 1998.+
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*Previously filed.
+Filed herewith.
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EXHIBIT (a)(13)
NEWS RELEASE
Contact:
Trikon Technologies, Inc.
Christopher Dobson
Ph:44 (0) 1633 414030 (U.K.)
Ph:(415) 442-1606 (U.S.)
Fx:44 (0) 1633 414125 (U.K.)
http://www.trikon.com
TRIKON TECHNOLOGIES
EXTENDS EXCHANGE OFFER FOR ITS 7-1/8%
CONVERTIBLE SUBORDINATED NOTES
DUE 2001, ITS SERIES G PREFERRED STOCK
AND ITS WARRANTS TO PURCHASE COMMON STOCK
Newport, Wales, United Kingdom--May 12, 1998--Trikon Technologies, Inc.
(NASDAQ: TRKN) announced today that it will extend for an additional two
business days its currently pending (i) offer to exchange each $1,000
principal amount of its 7-1/8% Convertible Subordinated Notes due October 15,
2001 (the "Notes") into (a) 262.7339 shares of its Common Stock, (b) 34.7826
shares of its Series H Preferred Stock and (c) 0.3393 shares of its Series I
Preferred Stock; (ii) solicitation of the conversion of each share of its
Series G Preferred Stock (the "Series G Preferred Stock") into one share of
its Common Stock in exchange for a conversion payment of 1.1251 shares of
Common Stock and 0.0027 shares of Series I Preferred Stock; and (iii) offer to
exchange each warrant to purchase its Common Stock (the "Warrants") issued in
connection with the issuance of the Series G Preferred Stock into one share of
its Common Stock (collectively referred to as the "Exchange Offer"). The new
expiration date of the Exchange Offer, which was previously scheduled to
expire at 12:00 midnight, New York City Time, on May 11, 1998, will expire at
5:00 p.m., New York City Time on May 13, 1998.
The Company said it has been advised by its exchange agent that a
preliminary count showed that: (i) Notes in the principal amount of
$46,534,000 or approximately 54% of the aggregate principal amount of Notes
outstanding had been validly tendered for exchange; (ii) 2,396,293 shares of
Series G Preferred Stock or approximately 81% of the total number of Series G
Preferred Stock outstanding had been validly tendered for conversion; and
(iii) Warrants to purchase 718,888 shares of Common Stock or approximately 81%
of the shares covered by the Warrants outstanding had been validly tendered
for exchange.
This announcement is neither an offer to purchase or exchange nor a
solicitation of an offer to sell or exchange the Notes, Series G Preferred
Stock or Warrants. The offers are made solely by the Offering Circular, dated
April 14, 1998, as supplemented by Supplement No. 1, dated April 27, 1998, and
are subject to certain conditions specified therein.
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Trikon Technologies
News Release
Page 2
Holders of Notes who have questions or requests for assistance should call
the exchange agent for the Exchange Offer, U.S. Trust Company of California,
N.A., at (800) 225-2398. The Company has filed with the Securities and
Exchange Commission (the "Commission"), a Schedule 13E-4 and Amendment Nos. 1
and 2 to its Schedule 13E-4, together with all exhibits thereto (including the
Offering Circular and Supplement No. 1). Copies of such Schedule 13E-4 and
Amendment Nos. 1 and 2 and exhibits may be obtained from the Company or from
the web site maintained on the World Wide Web by the Commission at
http://www.sec.gov.
Trikon provides a broad line of advanced manufacturing systems used for
three of the major processing steps in the manufacture of a semiconductor
device: physical vapor deposition (PVD), chemical vapor deposition (CVD) and
etch. Trikon's corporate headquarters and main manufacturing site are located
in Newport, South Wales, United Kingdom. Trikon operates worldwide.
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EXHIBIT (A)(14)
TRIKON TECHNOLOGIES, INC.
NOTICE OF PROPOSED ISSUANCE OF SECURITIES
Notice is hereby given to the shareholders of Trikon Technologies, Inc., a
California corporation (the "Company"), of the Company's reliance upon the
exception set forth in Section 4460(i)(2) of the NASD Manual to the
shareholder approval requirement of Section 4460(i)(1)(A) of the NASD Manual
that would otherwise apply to the issuance of restricted stock to Christopher
Dobson in connection with the Exchange Offer (as described below). All
information herein describing the Exchange Offer and the related transactions
is qualified by reference to the Company's Issuer Tender Offer Statement on
Schedule 13E-4, filed with the Securities and Exchange Commission ("SEC") on
April 14, 1998, and Amendment No. 1 to the Issuer Tender Offer Statement on
Schedule 13E-4, filed with the SEC on April 27, 1998. Copies of such Schedule
13E-4 and Amendment No. 1 may be obtained from the Company or from the web
site maintained on the World Wide Web by the Securities and Exchange
Commission at http://www.sec.gov.
On April 14, 1998, the Company commenced (i) an offer to exchange each
$1,000 principal amount of its 7-1/8% Convertible Subordinated Notes due
October 15, 2001 (the "Notes") into (a) 262.7339 shares of its Common Stock,
(b) 34.7826 shares of its Series H Preferred Stock and (c) 0.3393 shares of
its Series I Preferred Stock; (ii) a solicitation of the conversion of each
share of its Series G Preferred Stock into one share of its Common Stock in
exchange for a conversion payment of 1.1251 shares of Common Stock and 0.0027
shares of Series I Preferred Stock; and (iii) an offer to exchange each
warrant to purchase its Common Stock issued in connection with the issuance of
its Series G Preferred Stock into one share of its Common Stock (collectively
referred to as the "Exchange Offer"). In connection with the Exchange Offer,
the Company reached an agreement with Christopher Dobson, Chairman of the
Board, Acting Chief Executive Officer and Chief Science Officer of the
Company, to, among other things, issue him 5,015,811 shares of restricted
Common Stock and 6,476.995 shares of restricted Series I Preferred Stock upon
the consummation of the Exchange Offer. The restrictions on the Common Stock
and Series I Preferred Stock issued to Mr. Dobson will lapse on the earlier of
5 years after the closing of the Exchange Offer or the sale of the Company.
The Company has applied to The Nasdaq Stock Market for its approval of the
Company's reliance upon the Section 4460(i)(2) exception and received such
approval on May 7, 1998. The Company's grounds for relying upon the exception
are that 1) the delay in consummating the Exchange Offer that would be caused
by securing shareholder approval would seriously jeopardize the financial
viability of the Company and 2) reliance by the Company upon the exception was
expressly approved by all of the directors of the Company other than Mr.
Dobson on May 8, 1998.
Date: May 11, 1998 TRIKON TECHNOLOGIES, INC.
