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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 22, 1999
ORYX TECHNOLOGY CORP.
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(Exact name of registrant as specified in its charter)
Delaware 1-12680 22-2115841
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1100 Auburn Street, Fremont, California 94538
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(Address of principal executive offices)
Registrant's telephone number, including area code: (510) 492-2080
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Item 5. Other Events
Oryx Technology Corp. (the "Company") has received approximately 55,000
shares of Common Stock of Applied Magnetics Corp. ("Applied Magnetics")
assigned to it by the Company's Chief Executive Officer, Philip Micciche. Mr.
Micciche received the shares pursuant to a non-competition agreement executed
by Mr. Micciche in connection with his providing consulting services to DAS
Devices, Inc. ("DAS"), a magnetic read-write head manufacturer that recently
merged with Applied Magnetics. The shares of Applied Magnetics Common Stock
received by the Company in this transaction will be restricted until a
registration statement filed by Applied Magnetics with the Securities and
Exchange Commission is declared effective by the Commission.
The Company, a shareholder in DAS, did not receive any Applied Magnetics
shares in exchange for its holdings of DAS Series A Preferred Stock or Common
Stock since the price of Applied Magnetics stock at the time of the closing
of the merger did not provide any consideration to stockholders of DAS Series
A Preferred or Common Stock.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release dated February 22, 1999.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 22, 1999 ORYX TECHNOLOGY CORP. (Registrant)
By: /s/ Mitchel Underseth
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Mitchel Underseth
Chief Financial Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT: FINANCIAL RELATIONS BOARD
ORYX TECHNOLOGY CORP. CATHERINE KAWAKAMI (ANALYSTS)
PHILIP MICCICHE/MITCHEL UNDERSETH HANNAH BRUCE (GENERAL INFO.)
(510) 492-2080 (415) 986-1591
CONTINENTAL CAPITAL & EQUITY
SCOTT GIBSON
(407) 682-2001
ORYX TECHNOLOGY RECEIVES STOCK IN CONNECTION WITH MERGER
OF INVESTEE COMPANY
FREMONT, CA, MONDAY, FEBRUARY 22, 1999 - Oryx Technology Corp. (Nasdaq: Oryx)
reported today that the company received approximately 55,000 restricted
shares of Common Stock of Applied Magnetics Corp. (NYSE: APM). The shares
Oryx received were in connection with Oryx CEO Philip Micciche's providing
consulting services to DAS Devices, Inc., a magnetic read-write head
manufacturer that recently merged with Applied Magnetics Corp. Shares
received by Oryx in this transaction are restricted until a recently filed
registration statement is deemed effective by the Securities Exchange
Commission.
Oryx Technology Corp., a shareholder in DAS Devices, Inc. did not receive any
Applied Magnetics shares in exchange for its holdings of DAS Preferred Series
A or Common Stock shares since the price of Applied Magnetics stock at the
time of the closing of the merger did not provide any consideration to DAS
Devices, Inc. shareholders of these classes of securities.
Commenting on the merger transaction, Oryx CEO Philip Micciche said,
"Unfortunately, prior to the February 11, 1999 closing of the merger, the
stock prices of many of the component suppliers to the disk drive industry
experienced significant downward pressure. As a result, the stock price of
Applied Magnetics, a magnetic head manufacturer, fell below a level which
would have given DAS Devices, Inc. shareholders of Preferred Series A and
Common Stock consideration for their holdings. While I am disappointed that
Oryx did not benefit from its equity holdings in DAS Devices, Inc. as a
result of this merger, Oryx's initial investment of $500,000 still provided
an excellent overall return of approximately $1,600,000 to the company in
less than five years."
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COMPANY PROFILE
Headquartered in Fremont, California, Oryx Technology Corp. is a technology
management company with a proprietary portfolio of high technology products
in surge protection and specialized materials. The Company's customers
include key OEM's in the fast growing information industry: Cooper/Bussmann,
Heraeus Precision Engineering, IRISO, Matsubo Company LTD, MMC Technology
Inc., Seagate Technology, and Western Digital. Oryx's common stock trades on
the NASDAQ Small Cap Issues Market under the symbol ORYX.
FORWARD-LOOKING STATEMENTS
Certain of the matters discussed in this release are forward-looking and
involve a number of risks and uncertainties. The Company's actual results
could differ materially from those described for a variety of factors. Such
factors include, but are not limited to, those discussed in "Risk Factors"
and "Management's Discussion and Analysis" in the Company's Form 10-KSB filed
for the fiscal years ended February 28, 1997 and February 28, 1998, as
amended, as well as those discussed elsewhere in other public filings made by
the Company with the Securities and Exchange Commission. Among the factors
that could cause actual results to differ materially are the following:
changes in customer commitments, maintenance of gross margin levels, market
acceptance of new products both technically and commercially, successful
product development efforts, inability to pass on price increases to
customers, unavailability of products, management of cost controls and cash
resources, need for additional financing, and strong competition.
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