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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
PROXIMA CORPORATION
(Name of Subject Company)
PROXIMA CORPORATION
(Name of Person Filing Statement)
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
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744287103
(CUSIP Number of Class of Securities)
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KENNETH E. OLSON
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
PROXIMA CORPORATION
9440 CARROLL PARK DRIVE
SAN DIEGO, CALIFORNIA 92121
(619) 457-5500
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on behalf of the person filing this Statement)
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Copies to:
STEVE L. CAMAHORT, ESQ.
BROBECK, PHLEGER & HARRISON LLP
SPEAR STREET TOWER, ONE MARKET
SAN FRANCISCO, CALIFORNIA 94105-1000
(415) 442-0900
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This Amendment No. 1 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 initially filed with the Securities
and Exchange Commission (the "Commission") on March 13, 1998 (the "Schedule
14D-9"), by Proxima Corporation, a Delaware corporation (the "Company"),
relating to the tender offer made by BD Acquisition Corp. ("Purchaser"), a
Delaware corporation and a wholly-owned subsidiary of ASK asa, a Norwegian
corporation ("Parent"), as set forth in a Tender Offer Statement on Schedule
14D-1, dated March 13, 1998 (the "Schedule 14D-1"), to purchase all outstanding
Shares at a price of $11.00 per share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated March 13, 1998 (the "Offer to Purchase"), and the
related Letter of Transmittal (which, together with any supplements or
amendments, collectively constitute the "Offer"). The Offer is being made
pursuant to an Agreement and Plan of Merger, dated as of March 8, 1998 (the
"Merger Agreement"), by and among Parent, Purchaser and the Company. Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
On March 25, 1998, Parent and Purchaser were notified that they have been
granted early termination of the waiting period under the HSR Act applicable to
the Offer.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
PROXIMA CORPORATION
Dated: March 26, 1998 By: /s/ Kenneth E. Olson
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Chairman of the Board,
President and Chief Executive Officer
