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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)
June 29, 1998
DIAMOND MULTIMEDIA SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or other jurisdiction of incorporation)
0-25580 77-0390654
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(Commission File No.) (IRS Employer Identification Number)
2880 Junction Avenue
San Jose, California 95134
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(Address of Principal Executive Offices)
(408) 325-7000
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(Registrant's Telephone Number, Including Area Code)
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Item 2. Acquisition and Disposition of Assets
On June 29, 1998, pursuant to an Agreement and Plan of Merger, dated as
of May 11, 1998, among Diamond Multimedia Systems, Inc. (the "Registrant" or
"Diamond"), Boardwalk Acquisition Corporation, a Delaware corporation and wholly
owned subsidiary of Diamond ("Purchaser"), and Micronics, Computers, Inc., a
Delaware corporation ("Micronics"), Diamond completed a tender offer for all of
the outstanding shares of Common Stock of Micronics (the "Shares") and accepted
for payment all shares tendered pursuant to the offer. The Shares were purchased
on July 2, 1998. The consideration paid by Diamond in the tender was $2.45 per
share net to the seller in cash and without interest thereon.
On July 9, 1998 (the "Effective Date"), the merger between Purchaser and
Micronics was effected pursuant to Section 253 of the Delaware Corporation Law
by the execution and filing of a Certificate of Ownership and Merger with the
Secretary of State of the State of Delaware. Pursuant to the merger, all shares
not previously owned by Purchaser were automatically canceled and converted into
the right to receive $2.45 per share in cash. Because Purchaser owned 11,616,380
Shares immediately prior to the Effective Date, representing at least 90% of the
outstanding Shares, the merger did not require the approval of the remaining
stockholders.
The Registrant is engaged in the business of designing, developing,
manufacturing and marketing multimedia and connectivity products for
IBM-compatible personal computers and modems for Apple MacIntosh computers.
Micronics is a supplier of advanced system boards for high-performance personal
computers sold by original equipment manufacturers, distributors and value-added
resellers, graphics accelerator products and the nucleus of "barebones" system
products.
The merger was structured to constitute a reorganization under Section
368 of the Internal Revenue Code of 1986, as amended, and will be treated by the
Registrant as a "purchase" for accounting purposes.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Micronics
It is impracticable for the Registrant to provide audited
financial statements of Micronics at this time. Such audited financial
statements will be filed as soon as practicable, but not later than
September 11, 1998.
(b) Pro Forma Financial Information
It is impracticable for the Registrant to provide the level of
pro forma financial information pursuant to Article 11 of Regulation
S-X assuming a business combination between the Registrant and
Micronics at this time. The required pro forma financial information
will be filed as soon as practicable, but not later than September 11,
1998.
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(c) Exhibits
2.1* Agreement and Plan of Merger, by and among the Registrant,
Purchaser and Micronics, dated as of May 11, 1998.
2.2* Offer to Purchase for Cash all outstanding shares of Micronics
at $2.45 per share by Purchaser, dated as of May 15, 1998.
99.1* Press Release by Registrant, dated June 29, 1998.
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* Incorporated by reference to the Registrant's Tender Offer Statement on
Schedule 14D-1 filed with the Commission on May 15, 1998, as amended.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DIAMOND MULTIMEDIA SYSTEMS, INC.
Dated: July 14, 1998 By: /s/ JAMES M. WALKER
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James M. Walker
Senior Vice President and
Chief Financial Officer
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