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: October 6, 1997
PARADIGM TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-26124 770140882-5
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
694 Tasman Drive, Milpitas, CA 95035
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(Address of principal executive offices) (Zip Code)
(408) 954-0500
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(Registrant's telephone number,
including area code)
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Item 5. Other Events.
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SPECIAL MEETING OF STOCKHOLDERS
On September 19, 1997, Paradigm Technology, Inc. (the "Company")
held a Special Meeting of Stockholders (the "Special Meeting"), which was
adjourned until September 26 1997. The Special Meeting reconvened on September
26, 1997, and all of the proposals submitted to the stockholders were approved.
A copy of the Company's press release announcing the results of the Special
Meeting is attached to this Current Report on Form 8-K.
The stockholders approved the elimination of the restriction on the
number of shares of Common Stock issuable upon conversion of the Company's 5%
Series A Convertible Redeemable Preferred Stock (the "Series A Preferred Stock")
by the following vote:
For : 3,956,267
Against : 400,880
Abstain : 84,533
The net proceeds from the sale of the Series A Preferred Stock will
be treated as stockholders' equity by the Company on its balance sheet as a
result of the vote of the stockholders and the fact that the Company is no
longer subject to mandatory redemption of the Series A Preferred Stock.
The stockholders approved the elimination of the restriction on the
number of shares of Common Stock issuable upon conversion of the Company's 5%
Series B Convertible Redeemable Preferred Stock (the "Series B Preferred Stock")
by the following vote:
For : 3,921,317
Against : 433,430
Abstain : 86,933
The net proceeds from the sale of the Series B Preferred Stock will
be treated as stockholders' equity by the Company on its balance sheet as a
result of the vote of the stockholders and the fact that the Company is no
longer subject to mandatory redemption of the Series B Preferred Stock.
The stockholders approved a proposed transaction or series of
transactions to sell up to 5,000,000 shares of Common Stock or Preferred Stock
(convertible into Common Stock) and to grant rights to elect a majority of the
directors of the Company, which might result in the issuance of more than 20% of
the Company's outstanding Common Stock and a change in control of the Company by
the following vote:
For : 3,059,198
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Against : 1,294,051
Abstain : 88,431
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
99.1 Press Release
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SIGNATURES
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.
Dated: October 6, 1997
PARADIGM TECHNOLOGY, INC.
By /s/ David G. Campbell
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David G. Campbell
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release.
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Exhibit 99.1
Paradigm Technology Stockholders Approve Proposals
MILPITAS, Calif.--(BUSINESS WIRE)--(Oct. 3, 1997--Paradigm Technology
Inc. (Nasdaq:PRDM) Friday announced that at a Special Meeting of Stockholders
held on September 26, 1997, stockholders voted upon and approved the following
proposals: 1) the elimination of the restriction on the number of shares of
Common Stock issuable upon conversion of the Company's 5 Percent Series A
Convertible Redeemable Preferred Stock, 2) the elimination of the restriction on
the number of shares of Common Stock issuable upon conversion of the Company's 5
Percent Series B Convertible Redeemable Preferred Stock, and 3) a proposed
transaction or series of transactions to sell up to 5,000,000 shares of Common
Stock or Preferred Stock (convertible into Common Stock) and to grant rights to
elect a majority of the directors of the Company, which might result in the
issuance of more than 20 Percent of the Company's outstanding Common Stock and a
change in control of the Company.
The approval by the stockholders of proposal numbers 1 and 2 will allow
for the full conversion of the Company's Series A Preferred Stock and the Series
B Preferred Stock into Common Stock. In addition, the Company will no longer be
subject to mandatory redemption of its Series A Preferred Stock or Series B
Preferred Stock. Approval of proposal number 3 will allow the Company to raise
additional capital.
With headquarters in Milpitas, Paradigm Technology designs, develops
and markets high-speed, high-density SRAM semiconductor devices to meet the
needs of advanced telecommunications, networking, workstations, high-performance
PCs, advanced modems and complex military/aerospace applications.
The Company focuses on high-performance, sub-10ns SRAMs where its
technology and product design leadership can best be utilized. Paradigm
maintains a web site at www.prdm.com.
CONTACT: Paradigm Technology Inc., Milpitas
Michael Gulett, 408/954-0500
or
Self & Associates
Trudy M. Self, 818/880-5437
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