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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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MICRONICS COMPUTERS, INC.
(Name of Subject Company)
MICRONICS COMPUTERS, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
595127 10 1
(CUSIP Number of Class of Securities)
Charles J. Hart
President and Chief Executive Officer
Micronics Computers, Inc.
45365 Northport Loop West
Fremont, California 94538
(510) 651-2300
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Gail E. Suniga, Esq.
David Y. Chen, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
(650)494-0600
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated May 18, 1998 (the
"Schedule 14D-9"), filed by Micronics Computers, Inc., a Delaware corporation
(the "Company"), relating to the tender offer by Diamond Multimedia Systems,
Inc., a Delaware corporation, and its wholly owned subsidiary Boardwalk
Acquisition Corporation, a Delaware corporation (the "Purchaser"), to purchase
all of the outstanding shares of common stock, par value $.01 per share, of the
Company upon the terms and subject to the conditions set forth in the Offer to
Purchase for Cash by the Purchaser, dated May 15, 1998. Each capitalized term
used but not otherwise defined herein has the meaning ascribed to such term in
the Schedule 14D-9.
Item 4 of the Schedule 14D-9 is hereby amended by amending the section
under "(b) Background of the Offer; Reasons for the Recommendation - Reasons for
the Recommendation" as follows:
(a) Paragraph (i) is hereby amended to read as follows:
(i) the financial and other terms of the Offer, the Merger and the
Merger Agreement, including (a) the Board's belief that Diamond and the
Purchaser could consummate the Offer and the Merger in a short time
period, (b) that the Offer and Merger are not subject to a financing
condition, and the substantial likelihood that Diamond has or has
available to it sufficient financing to consummate the acquisition of the
Shares in the Offer and the Merger, (c) the all-cash payment terms of the
Offer, (d) the structure of the transaction, involving a first-step cash
tender offer and a second-step cash merger and (e) that under certain
circumstances the Board may recommend a Superior Proposal;
(b) Paragraph (iii) is hereby amended to read as follows:
(iii) the form of consideration to be offered to the Company's
stockholders, which is all cash, minimizes the risk of change in the value
of the consideration to be received by the stockholders and satisfies the
request of the stockholders who approved the Lindner Proposal;
(c) Paragraph (iv) is hereby amended to read as follows:
(iv) the Company's business, financial condition, results of
operations, assets, liabilities, business strategy and prospects,
including the favorable valuation of the Company offered by Diamond in
comparison to its book value, the uncertainties related to the
availability of other opportunities to maximize stockholder value and the
market price of the Shares;
(d) Paragraph (viii) is hereby amended to read as follows:
(viii) the familiarity of the Board with the business, results of
operations, properties and financial condition of the Company and the
nature of the industry in which it operates, including the competitive
environment in which the Company operates making it advantageous to join
with a larger corporation, the ability of the Company after the Merger to
utilize Diamond's manufacturing contacts and sources and for Diamond to
utilize the Company's engineering expertise and the other synergies
achievable by combining the Company's and Diamond's businesses.
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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 Amendment No. 1 is true,
complete and correct.
MICRONICS COMPUTERS, INC.
/s/ Charles J. Hart
Charles J. Hart
President and Chief Executive Officer
Dated: June 2, 1998
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