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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 5)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MICRONICS COMPUTERS, INC.
(NAME OF SUBJECT COMPANY)
DIAMOND MULTIMEDIA SYSTEMS, INC.
BOARDWALK ACQUISITION CORPORATION
(BIDDERS)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
595127101
(CUSIP NUMBER OF CLASS OF SECURITIES)
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JEFFREY D. SAPER, ESQ.
HOWARD S. ZEPRUN, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 PAGE MILL ROAD, PALO ALTO, CA 94304
(650) 493-9300
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on May 15, 1998
(as amended previously and hereby, the "Statement") relating to the offer by
Boardwalk Acquisition Corporation, a Delaware corporation ("Purchaser"), and a
wholly owned subsidiary of Diamond Multimedia Systems, Inc., a Delaware
corporation ("Parent"), to purchase all of the outstanding shares of Common
Stock, par value $0.01 per share (collectively, the "Shares"), of Micronics
Computers, Inc., a Delaware corporation (the "Company"), at a price of $2.45 per
Share, net to the seller in cash and without interest thereon, on the terms and
subject to the conditions set forth in the Offer to Purchase, dated May 15, 1998
(the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter of
Transmittal," which together with the Offer to Purchase, constitutes the
"Offer"). A copy of the Offer to Purchase has been filed as Exhibit (a)(1) to
this statement.
Item 10. Additional Information
On June 24, 1998, Parent issued a press release, a copy of which 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 as issued by Parent, dated June 24, 1998.
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SIGNATURES
After due inquiry and the best of the knowledge and belief of each of the
undersigned, each of the undersigned certifies that the information set forth in
the Statement, as amended, is true, complete and correct.
Dated: June 24, 1998
DIAMOND MULTIMEDIA SYSTEMS, INC.
By: /s/ WILLIAM J. SCHROEDER
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Name: William J. Schroeder
Title: President, Chief Executive Officer and Chairman
of the Board
BOARDWALK ACQUISITION CORPORATION
By: /s/ WILLIAM J. SCHROEDER
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Name: William J. Schroeder
Title: President
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Exhibit (a)(11)
FOR IMMEDIATE RELEASE
Contact: James M. Walker
Sr. Vice President and CFO
Diamond Multimedia Systems, Inc.
(408) 325-7333
Ellen A. Gulczynski
MacKenzie Partners, Inc.
(212) 929-5500
DIAMOND MULTIMEDIA SYSTEMS EXTENDS OFFER FOR MICRONICS COMPUTERS
San Jose, California - June 24, 1998 - Diamond Multimedia Systems, Inc.
("Diamond Multimedia")(NASDAQ:DIMD) announced today that it has extended the
expiration date of its $2.45 per share cash tender offer to acquire all of the
outstanding shares of Micronics Computers, Inc. ("Micronics") (NASDAQ:MCRN) to
5:00 p.m., New York City time, on Friday, June 26, 1998. The offer had
previously been scheduled to expire at 5:00 p.m., New York City time on Tuesday,
June 23, 1998. As of 5:00 p.m. New York City time on June 23, 1998, 11,581,355
shares of Micronics stock had been validly tendered and not withdrawn in the
offer (including those shares tendered pursuant to guaranteed delivery
procedures), representing approximately 89.76% of the outstanding shares of
Micronics.
Diamond Multimedia is driving the interactive multimedia market by
providing advanced solutions for home, business and professional desktop
computer users, enabling them to create, access and experience compelling new
media content from their desktops and through the Internet. Diamond accelerates
multimedia from the Internet to the hard drive with products that include the
Stealth and Viper(R) series of media accelerators, the Monster series of
entertainment 3D and sound accelerators, the Fire series of professional 3D and
SCSI accelerators, and the Supra(R) series of modems. Diamond also markets DVD
and video phone kits. Diamond's common stock is traded on the Nasdaq Stock
Market under the symbol DIMD, and its web site address is www.diamondmm.com.
